关于兆易创新科技集团股份有限公司 2025年第二次临时股东会的法律意见书 致：兆易创新科技集团股份有限公司 北京中银律师事务所（下称"本所"）接受兆易创新科技集团股份有限公司 （下称"公司"）的委托，指派本所律师见证了公司于 2025 年 11 月 20 日召 开的 2025 年第二次临时股东会（下称"本次股东会"），并依据《中华人民共 和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等中国现行法 律、法规和其他规范性文件（以下统称"中国法律法规"）及《兆易创新科技集 团股份有限公司章程》（下称"《公司章程》"）的规定，就本次股东会的召集 和召开程序、出席会议人员资格、召集人资格、会议表决程序和表决结果等事宜 （以下统称"程序事宜"）出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的与本次股东会相关的文件 和资料，同时听取了公司对有关事实的陈述和说明，列席了本次股东会。 北京市朝阳区金和东路20号院正大中心2号楼11-12层 邮编：100022 电话：010-65876666 传真：010-65876666-6 北京中银律师事务所 公司承诺其所提供的文件及所作的陈述和说明是完整、真实和 ...

Market Overview - The Shanghai Composite Index fell by 0.40% on November 20, with 7 industries experiencing gains, led by construction materials and comprehensive sectors, which rose by 1.40% and 0.87% respectively. The beauty care and coal industries saw the largest declines, down by 2.39% and 2.10% respectively [2]. Capital Flow Analysis - The main capital outflow from the two markets totaled 47.655 billion yuan, with only 4 industries seeing net inflows. The banking sector led with a net inflow of 2.188 billion yuan and a daily increase of 0.86%, followed by the communication sector with a net inflow of 1.000 billion yuan and a daily increase of 0.51% [2]. Electronic Industry Performance - The electronic industry declined by 0.76%, with a net capital outflow of 5.582 billion yuan. Out of 471 stocks in this sector, 156 rose, 4 hit the daily limit up, while 307 fell, with 2 hitting the daily limit down. There were 146 stocks with net capital inflows, with 11 exceeding 100 million yuan in inflows, led by Founder Technology with 850 million yuan [3]. Top Gainers in Electronic Sector - The top gainers in the electronic sector included: - Founder Technology: +6.40%, turnover rate 11.62%, net inflow 850.08 million yuan - Huaying Technology: +9.98%, turnover rate 8.12%, net inflow 503.08 million yuan - Zhuoyue Technology: +9.99%, turnover rate 17.27%, net inflow 345.63 million yuan [4]. Top Losers in Electronic Sector - The top losers in the electronic sector included: - Xiangnong Chip: -9.63%, turnover rate 12.86%, net outflow -1.309 billion yuan - Zhaoyi Innovation: -1.69%, turnover rate 3.26%, net outflow -447.78 million yuan - Demingli: -6.16%, turnover rate 10.80%, net outflow -298.69 million yuan [5].

Core Viewpoint - The chip ETF Tianhong (159310) opened with a gain of 1.82%, indicating positive market sentiment towards semiconductor stocks [1] Group 1: ETF Performance - The Tianhong chip ETF (159310) opened at 2.018 yuan, reflecting a 1.82% increase [1] - Since its establishment on April 18, 2024, the fund has achieved a return of 98.22% [1] - The fund's performance over the past month has seen a decline of 1.40% [1] Group 2: Major Holdings - Key stocks in the Tianhong chip ETF include: - SMIC (中芯国际) up 1.47% - Cambricon (寒武纪) up 2.18% - Haiguang Information (海光信息) up 2.47% - Northern Huachuang (北方华创) up 1.12% - Lattice Semiconductor (澜起科技) up 2.48% - Zhaoyi Innovation (兆易创新) up 2.46% - Zhongwei Company (中微公司) up 1.28% - OmniVision (豪威集团) up 0.83% - Chipone (芯原股份) up 2.68% - Changdian Technology (长电科技) up 1.09% [1]

Group 1 - The semiconductor ETF from Southern (159325) opened with a gain of 1.61%, priced at 1.448 yuan [1] - Key holdings in the semiconductor ETF include companies like SMIC, which rose by 1.47%, and Cambrian, which increased by 2.18% [1] - The ETF's performance benchmark is the CSI Semiconductor Industry Select Index return, managed by Southern Fund Management Co., Ltd. [1] Group 2 - Since its establishment on October 31, 2024, the ETF has achieved a return of 42.44%, while the return over the past month has been -2.04% [1]

Core Insights - On November 19, brokerages provided target prices for listed companies, with notable increases for 易瑞生物 (Yirui Biotech), 中国海诚 (China Haicheng), and 健康元 (Health元), showing target price increases of 44.37%, 40.26%, and 26.01% respectively, across the medical device, professional engineering, and chemical pharmaceutical industries [1][2]. Group 1: Target Price Increases - 易瑞生物 (Yirui Biotech) received a target price of 15.00 yuan with a target increase of 44.37% from 华创证券 (Huachuang Securities) [2]. - 中国海诚 (China Haicheng) has a target price of 15.40 yuan, reflecting a 40.26% increase from 国泰海通证券 (Guotai Junan Securities) [2]. - 健康元 (Health元) was assigned a target price of 15.26 yuan, indicating a 26.01% increase from 国泰海通证券 (Guotai Junan Securities) [2]. Group 2: Brokerage Recommendations - A total of 37 listed companies received brokerage recommendations on November 19, with 伊利股份 (Yili Group) receiving recommendations from 3 brokerages, 南方航空 (Southern Airlines) from 1, and 易瑞生物 (Yirui Biotech) from 1 [3]. - 伊利股份 (Yili Group) closed at 29.58 yuan and was recommended by 3 brokerages in the beverage and dairy industry [3]. Group 3: First Coverage - On November 19, 6 companies received initial coverage from brokerages, including 潮宏基 (Chao Hong Ji) with a "Buy" rating from 首创证券 (Shouchuang Securities) [4]. - 海容冷链 (Hairong Cold Chain) received an "Increase" rating from 兴业证券 (Industrial Securities) [4]. - 风华高科 (Fenghua High-Tech) was rated "Buy" by 中邮证券 (China Post Securities) [4].

Core Viewpoint - Zhaoyi Innovation is a leading comprehensive chip design company in China, focusing on the research and sales of memory, microcontrollers, sensors, and analog chips, forming a full product layout of "storage + control + sensing + interconnection" [1] Industry Summary - The exit of overseas giants from niche markets and the strong demand in the storage industry driven by AI are expected to benefit Zhaoyi Innovation as a global leader in niche storage [1] - The company is advancing new businesses such as customized storage and automotive-grade MCUs, which will leverage the growing demand in edge AI and automotive electronics [1] - The synergistic effect of the company's diversified product matrix is anticipated to enhance its benefits from downstream market growth and the wave of semiconductor localization [1] Financial Projections - The projected net profit attributable to the parent company for 2025, 2026, and 2027 is expected to be 1.541 billion, 2.009 billion, and 2.504 billion yuan respectively [1] - The expected earnings per share (EPS) for the same years are projected to be 2.31 yuan, 3.01 yuan, and 3.75 yuan respectively [1] - Corresponding price-to-earnings (PE) ratios are forecasted to be 88X, 67X, and 54X for 2025, 2026, and 2027 respectively [1]

Investment Rating - The report assigns a "Buy" rating to the company, indicating an expected investment return exceeding 15% compared to the CSI 300 index [12]. Core Insights - The company has demonstrated significant revenue growth, with a 20.92% year-over-year increase in the first three quarters of 2025, reaching 6.832 billion yuan. The third quarter alone saw a 31.4% year-over-year growth, marking a record high for quarterly revenue [7][9]. - The company's profitability has also improved, with a net profit of 1.083 billion yuan in the first three quarters of 2025, reflecting a 30.18% year-over-year increase. The gross margin for the third quarter rose to 40.72%, a 3.7 percentage point increase from the previous quarter [7][9]. - The report highlights the company's strategic focus on customized storage solutions and MCU (Microcontroller Unit) products, which are expected to drive future growth in sectors such as AI, automotive electronics, and industrial applications [9][8]. Financial Projections - Revenue projections for the company are as follows: - 2023: 5,760.82 million yuan - 2024: 7,355.98 million yuan - 2025: 9,378.87 million yuan - 2026: 11,464.73 million yuan - 2027: 13,824.17 million yuan [2]. - Net profit forecasts are: - 2023: 161.14 million yuan - 2024: 1,102.54 million yuan - 2025: 1,541.28 million yuan - 2026: 2,009.27 million yuan - 2027: 2,504.44 million yuan [2]. - Earnings per share (EPS) estimates are: - 2023: 0.24 yuan - 2024: 1.65 yuan - 2025: 2.31 yuan - 2026: 3.01 yuan - 2027: 3.75 yuan [2]. Market Position and Competitive Landscape - The company is positioned as a leading player in the niche storage market, benefiting from the exit of major overseas competitors and the rising demand driven by AI applications [9][8]. - The report emphasizes the company's ongoing development of customized storage solutions, which are expected to meet the growing needs of edge AI applications, enhancing its competitive edge in the semiconductor industry [9][8].

Group 1 - A-shares experienced a collective rise on November 19, with the Shanghai Composite Index increasing by 0.19%, led by gains in the communication, non-ferrous metals, and electronics sectors, while the comprehensive and real estate sectors saw declines [1] - The chip technology sector showed strong fluctuations, with the chip ETF (159995.SZ) rising by 0.53% as of 9:44 AM, and notable increases in component stocks such as Rockchip (5.12%), Amlogic (3.89%), Haiguang Information (1.37%), Zhaoyi Innovation (1.25%), and Cambricon (1.08%) [1] Group 2 - Nvidia's Blackwell is expected to achieve a total lifecycle shipment of 20 million units, contributing $500 billion in revenue over the next five quarters with the upcoming Rubin launch in 2026 [3] - AMD reported a record high revenue for Q3 2025, with an estimated 4% quarter-over-quarter growth for Q4 2025, and anticipates a CAGR of over 60% for its data center business [3] - Intel has indicated strong quarter-over-quarter growth in DC AI revenue for Q4 [3] - Domestic AI chip companies in China are maintaining a high growth trend in Q3 2025, although the SoC sector is experiencing a slowdown in growth due to subsidy reductions and rising storage chip prices [3] - The chip ETF (159995) tracks the National Chip Index, comprising 30 leading companies in the A-share chip industry, including SMIC, Cambricon, Changdian Technology, and Northern Huachuang [3]

Group 1 - The semiconductor ETF, Southern (159325), opened with a gain of 0.42%, priced at 1.428 yuan [1] - Key holdings in the ETF showed mixed performance, with notable declines in stocks such as Zhongke Sanan (-0.11%), Haiguang Information (-0.35%), and Zhaoyi Innovation (-1.07%), while Cambrian rose by 0.22% [1] - The ETF's performance benchmark is the CSI Semiconductor Industry Select Index, managed by Southern Fund Management Co., with a return of 41.88% since its inception on October 31, 2024, and a recent one-month return of -2.43% [1]

Group 1: Market Performance - The CSI Digital Economy Theme Index rose by 1.22% as of November 18, 2025, with notable increases in constituent stocks such as Northern Huachuang (up 6.49%) and Tuojing Technology (up 4.94%) [1] - The Digital Economy ETF (560800) increased by 1.14%, reflecting strong market interest [1] - The Digital Economy ETF saw a turnover of 0.84% during the trading session, with a total transaction value of 5.5849 million yuan [1] Group 2: Fund Flows and Liquidity - The Digital Economy ETF experienced a significant increase in shares, with a growth of 12 million shares over the past week [1] - The ETF has seen continuous net inflows over the past six days, with a peak single-day net inflow of 8.0231 million yuan, totaling 21.8513 million yuan in net inflows [1] Group 3: Industry Trends - According to a report by Zheshang Securities, the demand for AI-related chips, including computing power and storage, is rapidly increasing, with the global storage market expected to reach $263.3 billion by 2025, growing at a CAGR of 11.5% from 2025 to 2029 [2] - The report highlights that domestic cloud vendors are accelerating capital investments and enhancing AI core capabilities, with new applications in robotics, new energy vehicles, foldable phones, and AI glasses expected to drive industry growth [2] - Industrial trends indicate that sectors such as AI hardware and IT services are likely to remain key growth areas in the market [2] Group 4: Index Composition - As of October 31, 2025, the top ten weighted stocks in the CSI Digital Economy Theme Index accounted for 53.93% of the index, with notable companies including Dongfang Wealth, Cambricon, and SMIC [3]