上海市锦天城律师事务所 关于中微半导体设备（上海）股份有限公司 2025 年第二次临时股东大会的 法律意见书 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 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于中微半导体设备（上海）股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：中微半导体设备（上海）股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受中微半导体设备（上海） 股份有限公司（以下简称"公司"）委托，就公司召开 2025 年第二次临时股东大 会（以下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《上市公司股东会规则》等法律、法规、规章和其他规 范性文件以及《中微半导体设备（上海）股份有限公司章程》（以下简称"《公 司章程》"）的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《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，严格履行 了法定职责，遵 ...

Investment Rating - The industry rating is maintained as "Outperform" [6] Core Viewpoints - The semiconductor industry is expected to continue its optimistic growth trajectory, driven by AI and domestic substitution efforts [4][15] - The storage sector is highlighted as a key area of focus, with expectations of price increases for DDR4 contracts by 30-40% in Q3 [3][16] - The demand for storage capacity is rapidly increasing due to AI servers, PCs, and mobile devices, leading to a rise in high-value product penetration [3][14] Summary by Sections 1. Market Overview - In May, global chip delivery times remained stable, with a slight increase in spot market delivery times and rising storage prices [2][13] - Major chip suppliers showed stable delivery times, with some experiencing slight increases in both delivery times and prices [2][13] 2. Storage Sector - The storage sector is expected to see continued price increases, with significant demand for DDR4 and DDR5, leading to a saturated production capacity [3][18] - The anticipated price increases for DRAM and NAND Flash in Q3 and Q4 are driven by supply-side reforms and strong demand from AI applications [3][14][17] 3. Industry Growth Projections - The global semiconductor market is projected to grow, with a forecasted sales figure of approximately $626.87 billion in 2024, reflecting a 19% year-on-year increase [30][31] - The Chinese semiconductor market is expected to exceed $170 billion in sales in 2024, with a significant contribution from the Yangtze River Delta region [30][31] 4. Key Companies to Watch - Recommended companies in the semiconductor storage sector include Jiangbolong, Shannon Semiconductor, and Zhaoyi Innovation, among others [5] - In the IDM foundry and packaging sector, companies like Huahong Semiconductor and SMIC are highlighted for their growth potential [5] 5. Equipment and Materials - The equipment and materials sector is seeing stable growth, with leading manufacturers showing strong performance in Q1 2025 [4][15] - The ongoing domestic substitution efforts are reshaping the supply chain landscape, enhancing the competitiveness of local firms [4][15]

Group 1 - The semiconductor materials and equipment theme index (931743) rose by 2.47%, with key stocks such as Jing Technology hitting the daily limit, and Zhongwei Company and Guangliwei increasing by 4.51% and 4.44% respectively [1] - The semiconductor materials ETF (562590) also increased by 2.47%, marking its fourth consecutive rise, with the latest price at 1.08 yuan and a turnover rate of 7.54%, amounting to 25.38 million yuan in transactions [1] - The semiconductor industry chain experienced a broad rally, with sub-sectors like photolithography machines and memory chips performing well, driven by a recovery in demand during the traditional peak season and expectations of price increases in wafer foundry services [1] Group 2 - The semiconductor materials ETF (562590) closely tracks the semiconductor materials and equipment theme index, which includes 40 listed companies deeply involved in the semiconductor materials and equipment sectors [2] - The index features leading companies that have excelled in the domestic substitution process, such as Beifang Huachuang in etching equipment and Hushi Silicon Industry and Nanda Optoelectronics in key materials, reflecting the trend of self-sufficiency and upgrading in the semiconductor industry [2]

Core Viewpoint - A-shares experienced significant movements across various sectors, particularly in oil and gas, shipping, and the semiconductor industry, with major financial institutions also showing strong performance [1][2][4][8]. Sector Summaries Oil and Gas - Oil and gas stocks surged, with companies like Taishan Petroleum and Shandong Molong hitting the daily limit, indicating strong market interest in this sector [1]. Shipping - The shipping sector also saw notable gains, with stocks such as Ningbo Shipping and Lianyungang reaching their daily limit, reflecting positive market sentiment [1]. Semiconductor Industry - The semiconductor sector showed strong performance, particularly in the wafer foundry segment, with leading companies like SMIC and Hua Hong Semiconductor rising by 3.57% and 3.82% respectively [4][8]. - The demand for semiconductor storage chips is increasing, driven by a recovery in the market since March, with significant price increases noted for DDR4 products [7]. - Analysts expect a "valuation expansion" trend in the semiconductor industry due to macroeconomic policies, inventory cycles, and AI innovation [8]. Solid-State Battery - The solid-state battery sector has been active, with companies like Tengyuan Cobalt and Taihe Technology seeing substantial gains [10]. - The industry is expected to maintain rapid growth, driven by emerging demands from new industries and supportive policies [12]. - Full solid-state battery commercialization faces challenges, but optimistic projections suggest that leading companies may achieve stable production by 2027 [13].

Core Viewpoint - The announcement details the completion of the stock registration for the restricted stock incentive plans for the years 2022, 2023, and 2024, indicating the company's commitment to incentivizing its employees through equity ownership [1][11]. Summary by Sections 1. Decision Process and Information Disclosure - The company held board meetings on March 9, 2022, and March 30, 2023, to approve the incentive plans and related management measures, with independent directors providing opinions on the proposals [2][6]. - The company conducted internal announcements regarding the incentive targets and received no objections during the public notice period [3][8]. - The annual shareholders' meetings in 2022 and 2023 approved the incentive plans and authorized the board to manage related matters [4][6]. 2. Basic Information on Stock Vesting - A total of 1,149,089 shares will be vested, distributed among 1,202 individuals [11]. - The stock source is from the company's directed issuance of A-shares to the incentive targets [11]. 3. Listing and Capital Changes - The shares from this vesting will be listed for trading on June 24, 2025 [11]. - The total share capital will increase from 624,996,218 shares to 626,145,307 shares following this vesting [11]. 4. Impact on Financial Reports - The company reported a net profit of approximately 313 million yuan for the first quarter of 2025, with the basic earnings per share being 0.50 yuan. The vesting will dilute the earnings per share based on the new total share capital [11].

Core Viewpoint - The company, Zhongwei Semiconductor Equipment (Shanghai) Co., Ltd., has announced an adjustment to its 2024 annual profit distribution cash dividend total due to changes in its total share capital following the completion of stock incentive plans [1][2]. Summary by Sections Adjustment of Profit Distribution - The total amount of cash dividends for the 2024 fiscal year has been adjusted from 186,080,238.60 CNY (including tax) to 187,214,710.20 CNY (including tax) [1][2]. - The adjustment is based on the increase in the company's total share capital from 622,363,735 shares to 626,145,307 shares due to the completion of various stock incentive plans [1][2]. Previous Profit Distribution Plan - The initial profit distribution plan approved on April 17, 2025, proposed a cash dividend of 3.00 CNY (including tax) for every 10 shares, based on a total share capital of 620,267,462 shares after deducting shares held in the company's repurchase account [1]. - The total cash dividend amount was calculated based on the adjusted share capital after accounting for repurchased shares [1]. Revised Profit Distribution Plan - Following the completion of the stock incentive plans, the total share capital increased, leading to a revised cash dividend distribution plan that maintains the same per-share distribution ratio [2]. - The adjusted total cash dividend amount is now based on a total of 624,049,034 shares eligible for profit distribution, resulting in a total cash dividend of 187,214,710.20 CNY (including tax) [2].

Group 1 - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1][2] - Only shareholders, their proxies, company directors, supervisors, senior management, and invited personnel are allowed to attend the meeting, while other unrelated individuals may be refused entry [1][2] - Shareholders and their proxies must arrive 20 minutes before the meeting to sign in and present necessary identification documents [1][2] Group 2 - The meeting will announce the number of shareholders present and the total voting rights held before allowing any latecomers to participate in voting [2] - Shareholders have the right to speak, inquire, and vote during the meeting, but must adhere to the agenda and time limits for speaking [2][3] - The meeting will utilize both on-site and online voting methods, with specific time slots designated for each [4][5] Group 3 - The agenda includes the establishment of a private equity fund and related party transactions, with a proposed fundraising scale of RMB 1.5 billion [5][6] - The fund will focus on investments in the semiconductor and strategic emerging sectors, with the company planning to contribute up to RMB 735 million [5][6] - The proposal has been approved by the company's board and is now subject to shareholder voting [6]

Group 1: AI and DeepSeek Innovations - DeepSeek leads the rise of domestic large models, significantly enhancing AI application deployment through technological innovations, achieving high cost-performance ratios in model training and inference [6][15][32] - The release of DeepSeek-V3, with a total parameter count of 671 billion, demonstrates competitive performance against OpenAI's GPT-4o, while maintaining a lower training cost of approximately $557.6 million [16][23][34] - The introduction of model distillation techniques in DeepSeek-R1 enhances inference capabilities, allowing smaller models to retain much of the performance of larger models, thus facilitating faster AI application deployment [19][28][32] Group 2: Semiconductor Industry Trends - The semiconductor industry is experiencing a push for domestic self-sufficiency due to increasing restrictions from the US and Japan, with a focus on accelerating domestic replacements in critical areas [9][10] - The demand for AI computing chips is expected to grow significantly, driven by the ongoing AI boom, with domestic manufacturers poised to capture market share as they enhance their capabilities [9][10] - The memory market is showing signs of recovery, with DRAM and NAND prices increasing from March to May 2025, indicating the potential for a new upward cycle in the semiconductor sector [9][10] Group 3: Investment Recommendations - Investment opportunities are identified in various sectors, including AI computing chips (e.g., Haiguang Information), AI glasses SoC (e.g., Hengxuan Technology), and smart driving technologies (e.g., OmniVision Technologies) [9][10] - The report suggests focusing on companies involved in advanced semiconductor equipment and manufacturing, such as North Huachuang and SMIC, as well as memory manufacturers like Zhaoyi Innovation, which are expected to benefit from the domestic market's growth [9][10]

Core Viewpoint - The semiconductor materials ETF (562590) is showing positive performance, with a notable increase in key component stocks, indicating a potential growth cycle in the semiconductor industry driven by AI demand and domestic substitution trends [3][4]. Group 1: Market Performance - As of June 20, 2025, the semiconductor materials theme index rose by 0.77%, with significant gains in component stocks such as Sanjia Technology (+4.80%), Jingrui Electric Materials (+4.10%), and Huahai Chengke (+2.09%) [3]. - The semiconductor materials ETF (562590) increased by 0.67%, marking its third consecutive rise, with the latest price at 1.06 yuan [3]. - The tracking error for the semiconductor materials ETF over the past three months is 0.014%, indicating high tracking accuracy compared to comparable funds [3]. Group 2: Industry Events - The 2025 World Semiconductor Expo is scheduled to take place from June 20 to 22, 2025, at the Nanjing International Expo Center, focusing on cutting-edge technologies and products in IC design, wafer manufacturing, packaging testing, and semiconductor applications [3]. - Key topics at the expo will include EDA, advanced processes, computing power chips, semiconductor materials, and supply chain security [3]. Group 3: Industry Insights - Minsheng Securities highlights that the demand for computing power driven by artificial intelligence, combined with the acceleration of domestic substitution due to U.S. tariff policies, is propelling the rapid development of several leading semiconductor companies [3]. - The Chinese semiconductor industry is expected to enter a new growth cycle, with promising investment prospects [3]. Group 4: ETF Composition - The semiconductor materials ETF closely tracks the China Securities Semiconductor Materials and Equipment Theme Index, which includes 40 listed companies deeply involved in the semiconductor materials and equipment sectors [4]. - The index features leading companies that have made significant breakthroughs in domestic substitution, such as North Huachuang and Zhongwei Company in etching equipment, and Hushi Silicon Industry and Nanda Optoelectronics in key materials [4].

证券代码：688012 证券简称：中微公司 公告编号：2025-043 中微半导体设备（上海）股份有限公司 关于 2022、2023、2024 年限制性股票激励计划 归属结果暨股份上市的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 本次股票上市类型为股权激励股份；股票认购方式为网下，上市股数为 1,149,089股。 本次股票上市流通总数为1,149,089股。 本次股票上市流通日期为2025 年 6 月 24 日。 根据中国证监会、上海证券交易所、中国证券登记结算有限责任公司上海分公 司有关业务规则的规定，中微半导体设备（上海）股份有限公司于近日收到中国 证券登记结算有限责任公司上海分公司出具的《证券变更登记证明》，公司于 2025 年 6 月 18 日完成了 2022 年限制性股票激励计划第三个归属期、2023 年限制性股 票激励计划第二个归属期、2024 年限制性股票激励计划第一个归属期的股份登记 工作。现将有关情况公告如下： 一、本次限制性股票归属的决策程序及相关信息披露 （一）2022 年 ...