关于斯达半导体股份有限公司 2025 年第一次临时股东大会的法律意见书 致：斯达半导体股份有限公司 北京海润天睿律师事务所 北京海润天睿律师事务所（以下简称"本所"）接受斯达半导体股份有限 公司（以下简称"斯达半导"或"公司"）的委托，指派本所律师出席公司 2025 年第一次临时股东大会，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》"）、《公司章 程》及其他相关法律、法规的规定，就公司本次股东大会的召集、召开程序、出 席会议人员的资格、召集人资格、表决程序及表决结果等有关事宜出具本法律意 见书。 关于本法律意见书，本所及本所律师谨作如下声明： 1. 在本法律意见书中，本所及本所律师仅就本次股东大会的召集及召开程 序、出席会议人员及召集人的资格、表决程序及表决结果进行核查和见证并发表 法律意见，不对本次股东大会的议案内容及其所涉及的事实和数据的完整性、真 实性和准确性发表意见。 2. 本所及本所律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则（试行）》等规定以及本法律意见书出具 日以前已经发生的或者存在的事 ...

北京海润天睿律师事务所（以下简称"本所"）接受斯达半导体股份有限 公司（以下简称"斯达半导"或"公司"）的委托，指派本所律师出席公司 2025 年第一次临时股东大会，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》"）、《公司章 程》及其他相关法律、法规的规定，就公司本次股东大会的召集、召开程序、出 席会议人员的资格、召集人资格、表决程序及表决结果等有关事宜出具本法律意 见书。 关于本法律意见书，本所及本所律师谨作如下声明： 序、出席会议人员及召集人的资格、表决程序及表决结果进行核查和见证并发表 法律意见，不对本次股东大会的议案内容及其所涉及的事实和数据的完整性、真 实性和准确性发表意见。 《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则（试行）》等规定以及本法律意见书出具 日以前已经发生的或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚 实信用原则，进行了充分的核查验证，保证本法律意见书所认定的事实真实、准 确、完整，所发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者 重大遗漏，并对此承担相应法律责任。 北京 ...

Investment Rating - The report indicates a positive investment outlook for the automotive chip industry, particularly in China, with a projected compound annual growth rate (CAGR) of 17.3% from 2025 to 2030 [10][24]. Core Insights - The automotive chip market is experiencing rapid growth, driven by the increasing penetration of electric vehicles (EVs) and the rising demand for smart automotive technologies. The market share of automotive chips in the global semiconductor market is expected to rise from 7% in 2021 to 13% in 2024 [10][24]. - The competition landscape in the Chinese automotive chip industry is shifting from dominance by international giants to a more diversified ecosystem with increasing participation from domestic companies [11][30]. - The report highlights the critical role of automotive chips in enabling vehicle intelligence, connectivity, and electrification, with various chip types serving distinct functions within automotive systems [14][28]. Summary by Sections Market Overview - The global automotive chip market is projected to grow significantly, with the Chinese market expected to outpace global growth rates due to the rapid development of EVs and smart driving technologies [10][22][24]. - By 2024, the global automotive chip market is estimated to reach approximately $806 billion, with China's market expected to reach around $367 billion [23]. Competitive Landscape - The competitive dynamics are evolving, with local companies gaining market share and international firms adapting to the changing landscape. The report notes that domestic firms are expected to enhance their market positions over the next 3-5 years [11][30]. - Key players include both international giants and emerging local firms, with a focus on differentiation through technology and localized services [30]. Industry Chain - The automotive chip industry chain consists of upstream semiconductor materials and equipment, midstream chip design and manufacturing, and downstream vehicle system integration and manufacturing [12][28]. - The report emphasizes the importance of a stable supply chain and the need for advancements in manufacturing processes to support the growing demand for automotive chips [12][28]. Technology and Product Segmentation - Automotive chips are categorized into various types, including control, computing, power, sensing, storage, analog, communication, and driving chips, each serving specific functions in vehicle systems [9][14]. - The report highlights the technological challenges and opportunities in developing high-performance chips for advanced driving assistance systems (ADAS) and electric vehicles [10][27].

Core Viewpoint - The company plans to issue convertible bonds to optimize its capital structure and enhance market competitiveness, aiming to raise up to RMB 1.5 billion for projects including automotive-grade SiC MOSFET module manufacturing and working capital [1][4]. Group 1: Company Overview - Founded in April 2005, the company is a leader in the domestic power semiconductor industry, ranking fifth globally in the IGBT module market and first in China [2]. - The company primarily engages in the design, research and development, production, and sales of power semiconductor chips and modules, with applications in new energy, electric vehicles, industrial control, and home appliances [2]. Group 2: Business Expansion and Production Capacity - The company has accelerated its expansion in recent years, focusing on automotive-grade power semiconductors and third-generation semiconductor materials [3]. - In 2021, the company raised RMB 3.5 billion for the research and industrialization of high-voltage specialty process power chips and SiC chips [3]. - A SiC chip research and industrialization project was launched in Jiaxing, Zhejiang Province in 2023, with an expected annual production capacity of 720,000 power chips [3]. Group 3: Financial Performance - In 2024, the company provided power modules for over 3 million electric vehicles, maintaining its position as the largest domestic EV power module supplier [4]. - The company's revenue from the new energy sector in 2024 was RMB 2.009 billion, accounting for 59.25% of total revenue, despite a year-on-year decline of 6.83% [5]. - The revenue from the electric vehicle sector grew by 26.72%, highlighting its strong performance [5]. - The company experienced a significant decline in overall revenue and net profit in 2024, with total revenue of RMB 3.391 billion, down 7.44%, and net profit dropping 44.24% to RMB 508 million [6]. - In Q1 2025, the company reported revenue of RMB 919 million, a year-on-year increase of 14.22%, but net profit decreased by 36.22% to RMB 104 million due to increased R&D expenses [7].

Core Viewpoint - The company is proposing to issue convertible bonds to unspecified investors to raise funds for business expansion and enhance profitability, with a total fundraising target of up to RMB 150,000 million [10][22][23]. Group 1: Meeting Procedures - The meeting will be held on July 14, 2025, at 10:00 AM, with both on-site and online voting options available [5][6]. - Shareholders must register to attend the meeting and can express their opinions or ask questions within the first 15 minutes after the meeting starts [2][3]. - The voting process will combine on-site and online methods, with the first vote being the final result if repeated [4][5]. Group 2: Bond Issuance Details - The proposed convertible bonds will have a face value of RMB 100 each and a term of six years [10][11]. - The total amount to be raised through the bond issuance will not exceed RMB 150,000 million, with the specific amount to be determined by the board of directors [10][22]. - The bonds will be listed on the Shanghai Stock Exchange, and the interest will be paid annually [11][12]. Group 3: Financial Health and Compliance - The company meets the necessary qualifications for issuing convertible bonds, including having a sound organizational structure and sufficient profit to cover interest payments [9][10]. - The company has not faced any significant legal or financial issues that would impede its ability to issue bonds [8][9]. - The funds raised will not be used for non-productive expenditures or to cover losses, ensuring compliance with relevant regulations [9][22]. Group 4: Use of Proceeds - The funds from the bond issuance will be allocated to specific projects aimed at enhancing the company's operational capabilities and market competitiveness [22][24]. - The total investment for the projects is estimated at RMB 203,433.29 million, with the bond proceeds covering RMB 150,000 million of this amount [22]. Group 5: Shareholder Rights and Protections - The company has outlined measures to mitigate the dilution of immediate returns for existing shareholders due to the bond issuance [27]. - Shareholders will have priority in the allocation of the bonds, with specific arrangements for existing shareholders to participate [19][20]. - The company has committed to ensuring that the interests of minority investors are protected throughout the bond issuance process [27].

Core Viewpoint - The power semiconductor market is expanding significantly due to the global trend of automotive electrification and the "dual carbon" strategy, with leading domestic company SIDA Semiconductor (603290.SH) planning to issue convertible bonds totaling up to 1.5 billion yuan [1][6]. Summary by Sections Fundraising Purpose - The funds raised from the convertible bonds will be primarily allocated to four areas, focusing on three industrialization projects related to core components for new energy vehicles (NEVs) [2]. - The largest portion, 600 million yuan, will be invested in the manufacturing project for automotive-grade SiC MOSFET modules, which are critical for the main drive system control modules in NEVs due to their high voltage, high frequency, and high efficiency characteristics [2]. - The IPM (Intelligent Power Module) manufacturing project targets high-frequency medium-voltage applications such as NEV air conditioning and electric compressors, with a projected demand of 440 million units in 2024, reflecting a year-on-year growth of 20.8% [2]. - The automotive-grade GaN module industrialization project aims to establish a complete process platform for GaN chip packaging, testing, and system integration, focusing on next-generation semiconductor technologies [2]. Company Performance - Since its IPO in 2020, the company's revenue has surged from 963 million yuan to 3.663 billion yuan by 2023, while net profit increased from 181 million yuan to 911 million yuan [5]. - However, in 2024, the company experienced its first simultaneous decline in revenue and net profit since 2016, with revenue dropping to 3.391 billion yuan (a 7.43% decrease) and net profit falling to 508 million yuan (a 44.24% decrease) [5]. Competitive Landscape - The global power semiconductor market is dominated by international giants like Infineon and ON Semiconductor, indicating that domestic companies still face challenges in technology accumulation and production capacity [8]. - The domestic SiC industry is rapidly developing, with companies like Shanxi Tiancheng achieving mass production of 8-inch SiC single crystal substrates, and Jie Square Semiconductor's first 8-inch SiC wafer factory expected to be operational by 2027 [8]. - The ability of SIDA Semiconductor to maintain its competitive edge amidst fierce competition will depend on its future technology transformation and mass production capabilities [8].

目 录 | 斯达半导体股份有限公司 2025 年第一次临时股东大会参会须知 3 | | --- | | 斯达半导体股份有限公司 年第一次临时股东大会会议议程 4 2025 | | 议案一： 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 6 | | 议案二： 关于公司向不特定对象发行可转换公司债券方案的议案 8 | | 议案三： 关于公司向不特定对象发行可转换公司债券预案的议案 18 | | 议案四： 关于公司向不特定对象发行可转换公司债券方案的论证分析报告的议 | | 案 19 | | 议案五： 关于公司向不特定对象发行可转换公司债券募集资金使用可行性分析 | | 报告的议案 20 | | 议案六： 关于公司前次募集资金使用情况的专项报告的议案 21 | | 议案七： 关于公司向不特定对象发行可转换公司债券摊薄即期回报的填补措施 | | 的议案 22 | | 议案八： 关于公司可转换公司债券持有人会议规则的议案 24 | | 议案九： 关于公司未来三年（2025-2027 年）股东回报规划的议案 25 | | 议案十： 关于提请股东大会授权董事会及其授权人士全权办理本次向不特定对 | | 象发行可转换 ...

Core Viewpoint - The company, Sda Semiconductor, plans to issue convertible bonds to unspecified investors, aiming to raise up to RMB 150 million for various projects and working capital [1][2]. Group 1: Convertible Bond Issuance - The convertible bonds will be issued at a face value of RMB 100 each, with a term of six years from the issuance date [1]. - The initial conversion price will not be lower than the average trading price of the company's stock over the previous twenty trading days and the last trading day before the announcement [2]. - The issuance will be authorized by the company's shareholders and will involve negotiations with the lead underwriter regarding the final interest rate and issuance method [1][2]. Group 2: Fund Allocation - The total investment for the projects is RMB 203.43 million, with the following allocations: - Automotive-grade SiC MOSFET module manufacturing project: RMB 100.25 million, with RMB 60 million from the bond issuance - IPM module manufacturing project: RMB 30.08 million, with RMB 27 million from the bond issuance - Automotive-grade GaN module industrialization project: RMB 30.11 million, with RMB 20 million from the bond issuance - Working capital: RMB 43 million, fully funded by the bond issuance [3][2]. Group 3: Previous Fundraising Activities - The company raised a total of RMB 400.96 million from two previous fundraising activities, including an initial public offering and a private placement [5][4]. - The initial public offering raised RMB 50.96 million, with a net amount of RMB 45.95 million allocated to various projects [4]. - In 2021, the company conducted a private placement, raising approximately RMB 3.5 billion, with a net amount of RMB 3.48 billion after expenses [4].

Core Viewpoint - Stada Semiconductor plans to issue convertible bonds totaling up to RMB 150 million to optimize its capital structure, support business development, and enhance market competitiveness [2] Group 1: Convertible Bond Issuance - The proposed convertible bonds will have a face value of RMB 100 each and will be issued at par, with a term of six years from the issuance date [2] - The interest rate for the bonds will be determined based on market conditions and discussions with the lead underwriter prior to issuance [2] - The conversion period for the bonds will start six months after issuance and last until the maturity date, with the initial conversion price set at no less than the average trading price of the company's stock over the last twenty trading days prior to the announcement [2] Group 2: Use of Proceeds - The funds raised will be allocated to several projects, including: 1. Automotive-grade SiC MOSFET module manufacturing project with a total investment of RMB 100,245.26 million, seeking RMB 60 million from the raised funds [3] 2. IPM module manufacturing project with a total investment of RMB 30,080.35 million, seeking RMB 27 million from the raised funds [3] 3. Automotive-grade GaN module industrialization project with a total investment of RMB 30,107.68 million, seeking RMB 20 million from the raised funds [3] 4. Working capital supplementation project with a total investment of RMB 43 million, seeking the full amount from the raised funds [3] Group 3: Financial Performance - The financial reports from 2022 to Q1 2025 show the following: - Revenue figures: RMB 270,549.84 million, RMB 366,296.54 million, RMB 339,062.07 million, and RMB 91,923.04 million [2] - Net profit figures: RMB 82,074.64 million, RMB 92,069.91 million, RMB 51,338.67 million, and RMB 10,485.51 million [2] - Debt-to-asset ratios: 19.45%, 23.44%, 30.09%, and 31.81% [2] - Current ratios: 8.91, 6.31, 3.83, and 3.62 [2] - Quick ratios: 7.70, 4.49, 2.55, and 2.36, indicating strong solvency [2]

Core Viewpoint - The company is issuing convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders, and outlines measures to mitigate this impact [1][10]. Financial Impact of the Convertible Bond Issuance - The issuance will affect key financial metrics, with scenarios analyzed based on different profit growth rates for 2025 compared to 2024 [3][4]. - The total share capital will increase from 239,469,014 shares in December 2024 to 258,104,401 shares if all bonds are converted [3]. - Under three scenarios for net profit in 2025, the diluted earnings per share (EPS) will vary, with a potential decrease to 1.97 yuan/share if profits decline by 10% [4][5]. Necessity and Reasonableness of Fundraising - The funds raised will be used for projects aligned with the company's core business in power semiconductor chips, enhancing its market position and competitiveness [6][7]. - The company has a strong technical team and market presence, ensuring successful project implementation [8][9]. Measures to Mitigate Dilution of Immediate Returns - The company plans to strengthen fund management and project execution to ensure timely benefits from the raised capital [10]. - It will enhance operational management and internal controls to improve efficiency and profitability [10][11]. - A commitment to a robust profit distribution policy will be maintained to provide stable returns to shareholders [11]. Commitments from Major Stakeholders - The controlling shareholder and management have made commitments to not interfere with company operations and to protect shareholder interests [11][12]. - The board and senior management have pledged to avoid unfair benefit transfers and to ensure compliance with regulatory requirements [12].