北京市中伦律师事务所 关于海光信息技术股份有限公司 2025 年第三次临时股东会的 法律意见书 二〇二五年十二月 北京市中伦律师事务所 关于海光信息技术股份有限公司 2025 年第三次临时股东会的 法律意见书 致：海光信息技术股份有限公司 北京市中伦律师事务所（下称"本所"）接受海光信息技术股份有限公司（下 称"公司"）委托，指派本所律师对公司 2025 年第三次临时股东会进行见证， 并出具本法律意见书。 为出具本法律意见书，本所律师见证了公司 2025 年第三次临时股东会，并 根据《中华人民共和国证券法》（下称《证券法》）、《中华人民共和国公司法》 （下称《公司法》）、《上市公司股东会规则》（下称《股东会规则》）、《律 师事务所从事证券法律业务管理办法》等法律、法规和规范性文件的要求以及《海 光信息技术股份有限公司章程》（下称《公司章程》），按照律师行业公认的业 务标准、道德规范和勤勉尽责精神，查阅了本所律师认为出具法律意见所必须查 阅的文件，对公司本次股东会的召集和召开程序、出席会议人员资格、表决方式、 表决程序的合法性、有效性进行了认真核查。 公司已向本所保证其提供为出具本法律意见书所需的文件、资料，是 ...

证券代码：688041 证券简称：海光信息 公告编号：2025-056 海光信息技术股份有限公司 （一） 股东会召开的时间：2025 年 12 月 29 日 （二） 股东会召开的地点：北京市海淀区东北旺西路 8 号中关村软件园 27 号楼 C 座 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 1,395 | | --- | --- | | 普通股股东人数 | 1,395 | | 2、出席会议的股东所持有的表决权数量 | 1,602,568,093 | | 普通股股东所持有表决权数量 | 1,602,568,093 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 68.9473 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 68.9473 | （四） 表决方式是否符合《公司法》及公司章程的规定，股东会主持情况等。 2025年第三次临时股东会决议公告 本公司董事会及全体董事保证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 ...

格隆汇12月29日｜海光信息公告，公司对终止重大资产重组事项相关内幕信息知情人买卖股票情况进行 自查。自查期间为2025年6月10日至2025年12月9日。自查期间，纳入核查范围的自然人及法人在自查期 间内买卖海光信息和中科曙光股票的情况为：中信证券自营业务股票账户累计买入海光信息股票898.33 万股，累计卖出936.01万股，自查期末持股数51.16万股；资产管理业务股票账户累计买入34817股，累 计卖出44万股，自查期末持股数34817股；做市账户累计买入65413股，累计卖出62679股，自查期末持 股数32334股。 ...

Market Performance - The A-share market showed mixed results on December 29, with the Shanghai Composite Index rising by 0.04% to 3965.28 points, marking a nine-day consecutive increase, while the Shenzhen Component Index fell by 0.49% to 13537.1 points, and the ChiNext Index decreased by 0.66% to 3222.61 points [1]. Fund Manager Changes - From December 27 to December 29, a total of 63 fund managers experienced changes in their positions, with 83 fund products announcing departures of fund managers during this period, involving 32 managers [3]. - Over the past 30 days (November 29 to December 29), 696 fund products saw changes in their fund managers, indicating significant turnover in the industry [3]. - The reasons for the changes included 26 managers leaving due to job changes, one due to personal reasons, four due to product expiration, and one due to resignation [3]. Fund Manager Performance - Dai Jie from Pengyang Fund currently manages assets totaling 298 million yuan, with the highest return of 235.16% achieved by the Hui'an Fengze Mixed A fund (003889) during his tenure of 6 years and 147 days [5]. - Zhang Xun, also from Pengyang Fund, manages assets of 10.543 billion yuan, with the highest return of 129.11% from the Pengyang Digital Economy Pioneer Mixed A fund (012456) over a tenure of 1 year and 124 days [5]. Fund Company Research Activity - In the past month (November 29 to December 29), Huaxia Fund conducted the most company research, engaging with 39 listed companies, followed by Southern Fund, Bosera Fund, and Huitianfu Fund, which researched 34, 32, and 31 companies respectively [7]. - The most researched industry was specialized equipment, with 146 instances, followed by the computer equipment industry with 111 instances [7]. Recent Fund Research Focus - In the last week (December 22 to December 29), Lingyi Zhizao, a company in the consumer electronics sector, was the most researched, receiving attention from 40 fund institutions [9]. - Other companies with significant research interest included Pulite, Nord Shares, and Desai Xiwai, with 28, 23, and 22 fund institutions respectively [9].

Core Viewpoint - The AI sector remains active, with significant movements in related ETFs, particularly the AI-focused ETF from Huatai-PineBridge, which has seen a notable increase in trading volume and price [1][6]. Group 1: Market Performance - The AI-focused ETF from Huatai-PineBridge (589560) surged by 2.05%, marking its sixth consecutive increase, with trading volume surpassing the previous day's total [1]. - The Sci-Tech Chip 50 ETF (588750) rose by 1%, recovering from the previous day's decline [1]. - Key stocks in the sector, such as Yuanjie Technology and Chip Origin, saw increases exceeding 7%, while others like Cambricon and SMIC also posted gains [4][5]. Group 2: Industry Trends - Semiconductor companies, including SMIC and World Advanced, have issued price increase notices to downstream clients, particularly for the 8-inch BCD process, with price hikes around 10% [6]. - The National Venture Capital Guidance Fund was launched on December 26, emphasizing a long-term investment strategy in hard technology, aiming to leverage significant fiscal resources to attract social capital [6]. - The recent National Financial Work Conference highlighted the importance of supporting technological innovation and the integration of industry innovation, aiming to cultivate new growth drivers by 2026 [6]. Group 3: Semiconductor Cycle - The semiconductor industry is entering a new upward cycle, driven by sustained demand for AI computing power, with high demand for GPUs, HBM, and advanced packaging [7]. - The current cycle differs from previous ones, as AI has introduced a high-growth demand that raises the ceiling for industry needs and extends the duration of the cycle [7]. - The semiconductor sector is expected to transition from "repairing expectations" to "verifying prosperity," with a focus on AI core beneficiaries [7]. Group 4: AI Chip Market - The global AI computing chip market is projected to exceed $370 billion by 2026 and $460 billion by 2027, driven by significant capital expenditures from major tech companies [11]. - The shortage of chips continues, particularly in memory and optical chips, with supply-demand imbalances expected to persist into 2026 and beyond [16]. - Domestic AI chip manufacturers are making significant progress, with a notable increase in self-sufficiency expected by 2028 [17]. Group 5: Investment Opportunities - The Sci-Tech Chip 50 ETF (588750) is highlighted for its strong growth potential, with a projected net profit growth rate of 97% for the full year of 2025, significantly outpacing peers [25]. - The ETF's index focuses on high-tech upstream and midstream segments of the chip industry, indicating a higher "chip content" and growth elasticity compared to other indices [22][25]. - Investors are encouraged to consider the Sci-Tech Chip 50 ETF for exposure to the core segments of the semiconductor industry, benefiting from the ongoing AI-driven market dynamics [26][27].

Group 1 - The Shanghai Composite Index opened lower but rose to challenge a nine-day winning streak, with strength in computing chip sectors. The semiconductor equipment ETF (561980) increased by 0.29%, with stocks like Cambricon and Liandong Technology rising over 4% [1] - The semiconductor equipment ETF (561980) has seen continuous capital inflow, with over 47 million yuan net inflow for two consecutive trading days [1] - According to a report by Chengtong Securities, semiconductor investments driven by AI should focus on two main lines: high-end logic chips and memory (HBM) that directly benefit from the surge in computing demand, and opportunities for domestic substitution in the semiconductor equipment sector [1] Group 2 - The storage market is experiencing price increases, with NAND flash wafer prices rising over 10% in December, and SSD prices increasing by 15% to 20%. Major suppliers like Samsung and SK Hynix have raised HBM3E prices by nearly 20% for 2026 [2] - Foundries are also raising prices, with SMIC implementing price increases of about 10% on some capacities [3] - The duration and magnitude of the storage price increase cycle have exceeded expectations, with projections for accelerated growth in domestic semiconductor equipment orders by 2026 due to AI demand driving global storage and advanced process capacity expansion [4] Group 3 - The global semiconductor equipment market is expected to grow significantly, with total sales projected to reach $133 billion by 2025, a 13.7% increase year-on-year, and further growth anticipated in the following years [5] - The domestic semiconductor equipment industry is seeing improvements in process coverage and market share, with domestic rates exceeding 50% in certain areas like etching and cleaning, while core high-end segments remain below 10%, indicating substantial room for domestic substitution [7] Group 4 - The semiconductor equipment ETF (561980) tracks the CSI semiconductor index, with nearly 60% of its components in "equipment" and over 90% in upstream sectors of the chip industry, highlighting significant domestic substitution potential [11] - The index focuses on leading companies in the sector, with the top ten holdings accounting for nearly 80% of the index, showing high elasticity characteristics. As of December 24, the CSI semiconductor index has seen a year-to-date increase of over 63% [11]

Core Viewpoint - The article discusses the performance of the Science and Technology Innovation Information Technology ETF Morgan (588770), highlighting its opening price and the performance of its major holdings [1]. Group 1: ETF Performance - The Science and Technology Innovation Information Technology ETF Morgan (588770) opened at 1.382 yuan, with a gain of 0.44% [1]. - Since its establishment on March 14, 2025, the fund has achieved a return of 37.55%, with a monthly return of 4.71% [1]. Group 2: Major Holdings Performance - Among the major holdings, Haiguang Information opened down by 0.33%, while SMIC (Semiconductor Manufacturing International Corporation) increased by 0.74% [1]. - Other notable performances include Cambrian (up 0.47%), Chipone (up 1.64%), and Stone Technology (up 0.03%), while Kingsoft Office and Huahong Group saw declines of 0.25% and 0.48%, respectively [1].

Summary of Key Points from the Conference Call Industry and Company Focus - The conference call primarily discusses the **"Artificial Intelligence+"** initiative and its implications for various industries, particularly in the context of the **2026 economic outlook** in China. The focus is on how AI will drive innovation and economic growth across sectors, including technology, manufacturing, and services [12][38][40]. Core Insights and Arguments 1. **Policy Direction**: The **2025 Central Economic Work Conference** emphasized the need to deepen and expand the **"Artificial Intelligence+"** initiative, positioning it as a strategic focus for the next five years. This includes enhancing AI governance and integrating AI into various sectors [12][38][40]. 2. **Economic Growth Projections**: The **2026 capital market** is expected to maintain a bullish trend, transitioning from a structural bull market to a more comprehensive one. The focus will be on sectors like **semiconductors, AI, low-altitude economy, solid-state batteries, and biomedicine**, which are anticipated to drive economic growth [9][10]. 3. **Investment Opportunities**: The report highlights that **A-shares** are likely to see continued inflows, with public funds expected to exceed **1 trillion yuan** in issuance, reflecting a strong willingness among residents to invest [9][10]. 4. **Sector Performance**: The **AI industry** is projected to experience significant growth, with companies in the sector, such as **Nexi Technology**, reporting substantial revenue increases due to AI-related investments. For instance, Nexi's revenue for the first three quarters of 2025 reached **16.5 billion yuan**, a **221.7%** increase year-on-year [47]. 5. **Market Dynamics**: The **A-share market** is expected to benefit from favorable macroeconomic conditions, including a **loose monetary policy** and supportive fiscal measures, which will enhance liquidity and investor confidence [9][10][31]. Other Important but Potentially Overlooked Content 1. **Sector-Specific Insights**: The **liquor industry**, particularly companies like **Kweichow Moutai** and **Wuliangye**, is highlighted for its strong dividend payouts, with a combined distribution exceeding **40 billion yuan**. This sector is seen as a stable investment amid market fluctuations [4][9]. 2. **Technological Advancements**: The report notes that the **AI infrastructure** is transitioning from rapid expansion to efficient utilization, with a focus on improving the quality of AI applications and their integration into everyday business practices [38][40]. 3. **Long-term Strategic Goals**: The **"Artificial Intelligence+"** initiative is not just a technological upgrade but is viewed as a critical driver for achieving high-quality economic development and enhancing China's competitive edge in the global market [40][41][46]. This summary encapsulates the key points discussed in the conference call, focusing on the implications of the **"Artificial Intelligence+"** initiative for various industries and the overall economic outlook for 2026.

Group 1 - The global GPU market is expected to experience significant price increases starting next month, with potential monthly hikes for the next few months, drawing widespread industry attention [1] - Recent signs of price increases in the GPU market have been observed, and by 2026, these price hikes are expected to spread globally, with clearer pricing strategies from AMD and NVIDIA [1] - The cost of GPU cores and VRAM accounts for nearly 80% of the total cost when delivered to AIB manufacturers, while prices for DDR5 and other mainstream DRAM modules have surged by two to four times [1] Group 2 - The price of graphics cards may reach up to twice the MSRP due to rising costs in components [1] - The global GPU price increase reflects a high demand in the computing power industry and provides a window of opportunity for domestic GPU supply chains [1] - Companies like Guotai Junan Securities and Guotou Securities highlight that artificial intelligence remains a key focus, with advancements in computing power and related technologies expected to drive future growth [1][2] Group 3 - Haiguang Information is identified as a core player in the domestic GPU sector, focusing on high-end processor chip development and sales, catering to AI and big data processing needs [2] - Moore Threads is recognized as a leading domestic GPU company [3]

Group 1: Industry Insights - The competition in large models remains intense, with the Scaling Law still effective. Google's Gemini 3 has made significant advancements in foundational reasoning and multimodal capabilities, while OpenAI's GPT-5.2 emphasizes the potential of large models in creating economic value [1][11][14] - Meta is actively developing two heavyweight AI models, Mango for image and video processing, and Avocado to enhance programming capabilities, indicating a strong commitment to AI development [1][15] - The Chinese open-source model DeepSeek-V3.2 is approaching the performance of top closed-source models, showcasing innovations in sparse attention (DSA), high post-training ratios, and large-scale synthetic data [1][16][18] Group 2: AI Application Acceleration - ByteDance released the Doubao AI mobile assistant, which allows for cross-application autonomous operations, marking a significant evolution in mobile interaction methods [2][26] - The daily token usage of the Doubao model surged from over 16.4 trillion in May 2025 to over 50 trillion by December 2025, reflecting a rapid increase in inference demand [2][28] - NVIDIA's collaboration with Groq, a startup specializing in inference chips, highlights a strategic move towards enhancing inference capabilities while maintaining its dominance in training power [2][29][30] Group 3: Policy and Future Industry Layout - The "14th Five-Year Plan" emphasizes support for strategic emerging industries such as aerospace, quantum technology, and AI, indicating a clear direction for future industrial development [3][42] - The plan also calls for proactive infrastructure development, including information communication networks and integrated computing networks, reinforcing the importance of computational power in the AI era [3][42] Group 4: Related Companies - Key players in computing power include Cambrian, Haiguang Information, and Zhongke Shuguang, among others, indicating a diverse landscape of companies involved in AI and computing infrastructure [4][43] - Companies involved in AI agents include Google, Alibaba, Tencent, and others, showcasing a broad spectrum of firms engaged in AI development [5][44] - In the autonomous driving sector, companies like Jianghuai Automobile and Xiaopeng Motors are notable participants, reflecting the industry's growth [6][45]