北京市嘉源律师事务所 关于晶晨半导体（上海）股份有限公司 2025 年第一次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 ·北京 原徑师事务所 IAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 致:晶晨半导体(上海)股份有限公司 北京市嘉源律师事务所 关于晶晨半导体(上海)股份有限公司 2025 年第一次临时股东大会的 法律意见书 本所及经办律师依据《中华人民共和国证券法》《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)》等规定及本法 晶晨股份 2025 年第一次临时股东大会 嘉源·法律意见书 律意见书出具目以前已经发生或者存在的事实,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,并承担相应法律责任。 基于前述,本所律师根据相关法律法规的要求,按照律师行业公 ...

Group 1: Chip ETF Performance - The Chip ETF Tianhong (159310) saw a peak increase of over 5%, currently up 4.53%, with a transaction volume of 18.4087 million yuan [3] - The ETF's net asset value has increased by 123.20% over the past year, ranking first among comparable funds [3] - Key component stocks such as Chip Yuan Co. (688521) rose by 18.02%, Haiguang Information (688041) by 14.17%, and Shengke Communication (688702) by 11.33% [3] Group 2: Sci-Tech Index ETF Performance - The Sci-Tech Index ETF Tianhong (589860) increased by 2.11%, with a turnover rate of 18.23% and a transaction volume of 59.0919 million yuan, indicating active market trading [4] - Major component stocks like Honglida (688330) surged by 20.00%, and Zhongke Lanyun (688332) by 19.02% [4] Group 3: Product Highlights - The Chip ETF Tianhong (159310) tracks the CSI Chip Industry Index, with top holdings including SMIC, Northern Huachuang, and Haiguang Information, with the estimated weight of Cambrian Technology at 12.26% [5] - The Sci-Tech Index ETF Tianhong (589860) covers 97% of the Sci-Tech board's market value, with over 80% allocation to strategic emerging industries such as semiconductors, AI, and biomedicine [5] Group 4: Market News - Moer Thread's IPO on the Sci-Tech board is scheduled for September 26, aiming to raise 8 billion yuan for AI and graphics chip development [5] - Xiaomi's fund has invested in Qichip Microelectronics, marking its fourth investment in the company, which has begun mass production of automotive-grade MCU products [5] - OpenAI and Luxshare Precision have agreed to jointly produce AI hardware devices, with prototypes in development [6]

Group 1 - The core viewpoint is that the artificial intelligence (AI) industry is experiencing significant growth, with notable stock performance and investment initiatives from major companies like Huawei [1][2]. - The China Securities Artificial Intelligence Industry Index (931071) rose by 3.30%, with key stocks such as Heertai (002402) hitting the daily limit up, and other companies like Jingchen (688099) and Hengxuan Technology (688608) also showing strong gains [1]. - Huawei launched the "Tian Gong Plan" at the Huawei Connect 2025 event, committing 1 billion yuan to support the Harmony AI ecosystem, focusing on AI agents and services [1]. Group 2 - The 2025 Cloud Habitat Conference will take place on September 24, featuring three main forums and exhibition halls dedicated to exploring cutting-edge AI technologies [2]. - The AI exhibition hall will showcase large models and AI agent development tools, while the computing hall will present a full-stack capability from chips to platforms [2]. - Hai Tong International Securities emphasizes that AI is a key driver of the new technological revolution and industrial transformation, with rapid development in the AI industry and a unified ecosystem emerging from domestic large models and chips [2]. Group 3 - The Huafu Artificial Intelligence ETF (515980) focuses on high AI purity stocks, covering various segments of the AI field and targeting sectors with strong performance [4]. - The ETF has a turnover rate of 7.38% and a transaction volume of 516 million yuan, with an average daily transaction of 798 million yuan over the past month [1][4]. - Investors without stock accounts can consider the Huafu Artificial Intelligence ETF linked funds (Class A 008020, Class C 008021) for exposure to the AI sector [4].

Core Insights - Huawei's rotating chairman emphasized that computing power is crucial for artificial intelligence (AI) and is key to China's AI development, sharing future plans for Ascend chips [1] - The domestic AI industry chain is accelerating, with significant advancements in large models, computing power, and applications, indicating a positive long-term outlook for the AI sector [1] - As of September 22, 2025, the CSI Artificial Intelligence Theme Index (930713) rose by 2.06%, with notable increases in constituent stocks such as Chipone Technology (688521) up 18.03% and Donghua Software (002065) up 10.00% [1] ETF Performance - The AI Artificial Intelligence ETF (512930) increased by 2.09%, with a latest price of 2.15 yuan, and has shown a 0.29% increase over the past week, ranking in the top 25% among comparable funds [1] - The ETF had a turnover rate of 6.08% during the trading session, with a transaction volume of 171 million yuan, and an average daily transaction of 323 million yuan over the past month [1] Fee Structure and Tracking Accuracy - The management fee for the AI Artificial Intelligence ETF is 0.15%, and the custody fee is 0.05%, making it the lowest among comparable funds [2] - As of September 19, 2025, the ETF's tracking error over the past three months was 0.008%, indicating the highest tracking accuracy among similar funds [2] Index Composition - The CSI Artificial Intelligence Theme Index includes 50 listed companies that provide essential resources, technology, and application support for AI, reflecting the overall performance of AI-related securities [2] - As of August 29, 2025, the top ten weighted stocks in the index accounted for 60.82%, with companies like Xinyisheng (300502) and Zhongji Xuchuang (300308) being significant contributors [2]

Group 1 - The core viewpoint is that the domestic AI chip market is expected to grow significantly, driven by advancements from companies like Huawei and Alibaba, as well as the impact of U.S. export restrictions on chip technology [1][2] - The Southern Science and Technology Chip ETF (588890) has seen a recent increase of 3.15%, with a trading volume of 1.09 billion yuan, reflecting strong market interest [1] - The Southern Science and Technology Chip ETF has experienced a net inflow of 8.09 billion yuan over the past 21 trading days, indicating robust investor confidence [1] Group 2 - The report highlights that the domestic computing power chip market is poised to reach a scale of hundreds of billions, with a resurgence in consumer electronics and semiconductors [2] - Recent announcements from Huawei regarding upcoming AI chips, including the Ascend 950 series, signal a strong competitive position in the global market [1][2] - The top ten weighted stocks in the Shanghai Stock Exchange Science and Technology Chip Index include major players like Cambricon, Semiconductor Manufacturing International Corporation, and others, reflecting a diverse representation of the semiconductor industry [2]

Group 1 - Chip stocks continue to strengthen, with a focus on edge computing, as companies like Chip Origin approach a 20% limit up, reaching a historical high [1] - Previous gains were seen in companies such as Supercom (603322) hitting the limit up, and others like Runxin Technology (300493), Zhongke Lanyun, and Oat Technology rising over 10% [1] - The report from The Information indicates that OpenAI has reached an agreement with Luxshare to jointly produce future consumer-grade OpenAI devices, aiming to create the next generation of AI interfaces beyond smartphones [1]

Group 1 - The core viewpoint is that the AI concept stocks in the Sci-Tech Innovation Board are experiencing significant gains, with Chip Origin Co., Ltd. rising over 15%, Amlogic Inc. increasing over 7%, and Hengxuan Technology Co., Ltd. up over 6% [1] - The ETFs tracking the Sci-Tech Innovation Board AI Index have also seen a rise of over 3% [1] Group 2 - Several AI-related ETFs have reported notable price increases, with the Sci-Tech Innovation AI ETF at 1.655, up 3.63%, and other ETFs like the Sci-Tech AI ETF and the Sci-Tech AI ETF Huayu also showing gains of 3.43% and 3.42% respectively [2] - Analysts indicate that the AI application ecosystem is becoming increasingly robust, with rapid penetration of large model technologies in vertical fields such as finance, healthcare, and education, exceeding market expectations [2] - With increased policy support and accelerated domestic computing power construction, leading companies in the AI industry chain are expected to continue benefiting [2]

Group 1 - The core viewpoint of the news highlights the active performance of the Huabao AI ETF (589520), which focuses on the domestic AI industry chain, showing a price increase of 2.4% and a transaction volume of 10.36 million yuan, with a total fund size of 557 million yuan [1] - The Huabao AI ETF passively tracks the Sci-Tech AI Index (950180), which has seen a growth of 2.26%. The top ten weighted stocks in the index include Cambricon, Lattice Semiconductor, Chipone, Kingsoft, Roborock, Amlogic, Hengxuan Technology, Yitu Technology, Fudan Microelectronics, and Lexin Technology [3] - The semiconductor industry is experiencing a recovery, with global semiconductor sales projected to reach $179.7 billion in Q2 2025, reflecting a year-on-year growth of nearly 20% and a quarter-on-quarter increase of 7.8% [3] Group 2 - The demand for AI-driven applications is significantly boosting the demand for ASICs, with Nvidia's technology upgrades leading to increased prices and volumes in PCBs. AI-PCB companies are seeing full orders and are actively expanding production, indicating a strong growth outlook for the second half of the year [3] - The semiconductor industry is benefiting from rising prices of memory chips, increased wafer fab utilization rates, and domestic substitution trends, leading to growth in demand for semiconductor materials and equipment [3] - Notable stock performances include Lexin Technology, which saw a strong increase of 8.12%, followed by Hengxuan Technology and Amlogic with increases of 6.87% and 5.96%, respectively [2]

Core Viewpoint - The semiconductor industry in China is experiencing a significant shift, with founders of companies like ChipMinds opting for zero-cost equity transfers to facilitate acquisitions, highlighting the challenges faced in the current market environment [4][11]. Group 1: Company Overview - ChipMinds Semiconductor, founded by Sun Diankang, emerged during a peak in semiconductor financing, securing substantial investments from notable firms like Huaden International and Junlian Capital [10][11]. - The company has a strong background in wireless communication chips, with Sun Diankang having over 20 years of experience in the field [8][9]. Group 2: Recent Transactions - ChipMinds announced a cash acquisition by Longxin Technology for 316 million yuan, with the founder transferring nearly 28% of his shares at zero cost, indicating a drastic change in the company's valuation and market conditions [4][5]. - The founder's decision to transfer shares at zero cost reflects a broader trend in the semiconductor industry, where many companies are facing financial difficulties and are resorting to similar measures to ensure business continuity [11][12]. Group 3: Investment Returns - Despite the founder's zero-cost transfer, investors in ChipMinds achieved significant returns, with some realizing a threefold return on their investments within a year [12][15]. - The valuation of ChipMinds increased from 4.3 billion yuan to 11.1 billion yuan in a short period, showcasing the potential for high returns in the semiconductor sector despite the challenges [15]. Group 4: Industry Trends - The semiconductor sector is witnessing a wave of mergers and acquisitions, with over 40 companies disclosing acquisition plans in 2024 alone, indicating a consolidation trend driven by external pressures and policy support [17][18]. - The Chinese government is encouraging major firms to take responsibility for technological advancements, further propelling the industry's shift towards consolidation and self-sufficiency [18].

Core Viewpoint - The company, AmLogic, is pursuing an IPO in Hong Kong while facing declining revenue and net profit growth, raising concerns about its recent acquisition of a loss-making company for 316 million yuan [1][5]. Group 1: Acquisition Details - AmLogic acquired a company, ChipMinds, which has incurred losses exceeding 130 million yuan over the past year and a half, with revenue barely reaching 670,000 yuan [1][3]. - The largest shareholder of ChipMinds, Sun Dian, holds 60.57% of the equity, yet the transaction price for his stake was only 1.12 million yuan, with 21.8% of his shares transferred at zero cost [3]. - Other shareholders, holding 39.43%, will receive 315 million yuan, indicating a significant disparity in the valuation of the company [3]. Group 2: Financial Performance - AmLogic's revenue growth is projected to decline from 28.33% in the first half of 2024 to only 10.42% in 2025, while net profit growth is expected to drop from 96.06% to 37.12% [5]. - The acquisition of ChipMinds, despite its minimal revenue contribution, could negatively impact AmLogic's net profit due to the integration of ChipMinds' losses [5][7]. Group 3: Strategic Implications - AmLogic claims the acquisition is aimed at enhancing its technology capabilities, particularly in communication, as ChipMinds has developed six chip products [5]. - However, the competitive landscape in the Wi-Fi RF chip market is challenging, with established players already dominating, raising questions about ChipMinds' ability to succeed [5][7]. - The acquisition may lead to significant goodwill on AmLogic's balance sheet, which could result in impairment losses if ChipMinds fails to become profitable [7].