中信证券股份有限公司 关于晶晨半导体（上海）股份有限公司 股东向特定机构投资者询价转让股份的核查报告 上海证券交易所： 一、本次询价转让概况 （一）本次询价转让转让方 截至 2026 年 1 月 21 日，转让方所持公司首发前股份的数量及占公司总股本 比例情况如下： | 序号 | 股东名称 | 持股数量（股） | 持股占总股本比例 | | --- | --- | --- | --- | | 1 | Amlogic (Hong Kong) Limited | 92,541,087 | 21.97% | （二）本次询价转让数量 本次拟询价转让股数上限为 13,100,000 股，受让方获配后，本次询价转让情 况如下： 1 | 转让股东名称 | 转让股份数量 | 占总股本 | 占所持股份 | 转让股份来源 | | --- | --- | --- | --- | --- | | | （股） | 比例 | 比例 | | | Amlogic (Hong Kong) Limited | 13,100,000 | 3.11% | 14.16% | 首发前股份 | （三）转让方式 中信证券股份有限公司（以下简称"中信证券"或" ...

Core Viewpoint - The report highlights the strategic adjustments made by Xingquan Fund in its mixed securities investment fund, focusing on increasing positions in semiconductor-related stocks and emphasizing the potential of domestic storage manufacturers ahead of their anticipated IPOs in 2026 [1][3]. Group 1: Fund Performance - Xingquan He Run Mixed A achieved a profit of approximately 1.858 billion yuan, with a net loss of about 974 million yuan during the reporting period, resulting in a net asset value of approximately 21.688 billion yuan and a net asset value per share of 2.0802 yuan [2]. - Xingquan He Run Mixed C reported a profit of around 7.4413 million yuan, with a net loss of about 172.69 thousand yuan, leading to a net asset value of approximately 135 million yuan and a net asset value per share of 2.0717 yuan [2]. - The net asset value growth rate for Xingquan He Run Mixed A was -3.81%, while the benchmark return for the same period was -0.13% [2]. Group 2: Market Insights - The fourth quarter saw increased market volatility, with indices entering a fluctuating trend, yet opportunities remained abundant, particularly around AI-related sectors [2][3]. - The overseas computing power sector, exemplified by optical modules, continued to reach new highs due to increased orders from major clients and advancements in new technologies [2]. - Domestic supply chain leaders in optical modules and PCB are gaining greater influence on the international stage, while breakthroughs are being made in liquid cooling and power supply sectors [2][3]. Group 3: Investment Strategy - The fund maintained a high position during the reporting period and plans to continue tracking changes in core competitiveness over a longer cycle, aiming to uncover investment opportunities arising from technological transformations and sectoral reversals [3]. - The domestic semiconductor industry is experiencing heightened activity, particularly with the anticipated IPOs of domestic storage manufacturers in 2026, making domestic semiconductor equipment and consumables a focal point for investment [3].

Monetary Policy and Economic Measures - The central bank governor Pan Gongsheng stated that a moderately loose monetary policy will continue in 2026, with room for further cuts in reserve requirement ratios and interest rates to maintain ample liquidity [3] - The first batch of 936 billion yuan of ultra-long special government bonds has been allocated to support approximately 4,500 projects in various sectors, expected to drive total investment exceeding 460 billion yuan [4] - The People's Bank of China will conduct a 900 billion yuan MLF operation on January 23, net injecting 700 billion yuan into the market, marking the 11th consecutive month of increased operations [4] Consumer and Investment Trends - State-owned banks collectively announced the implementation of personal consumption loan interest subsidy policies, allowing some high-quality clients to enjoy effective interest rates in the "2%" range, lower than current housing loan rates [3] - Public funds have focused their fourth-quarter 2025 positions on core sectors such as electronics and power equipment, with Zhongji Xuchuang becoming the largest holding stock [3] Market Performance - The A-share market saw a slight increase, with the Shanghai Composite Index rising 0.14% to 4122.58 points, and the Shenzhen Component Index increasing by 0.5% [6] - The Hong Kong stock market also experienced minor fluctuations, with the Hang Seng Index rising 0.17% to 26629.96 points, and net inflows from southbound funds amounting to 5.166 billion HKD [6] Corporate Developments - Alibaba Group has decided to support its chip company "Pingtouge" for independent listing, with plans for restructuring to a mixed-ownership enterprise [7] - Xiaomi Group has initiated a stock repurchase plan of up to 2.5 billion HKD [9] - Nanjing Bank reported a net profit growth of 8.08% year-on-year for 2025 [9] Regulatory and Policy Updates - The State Administration for Market Regulation has issued a red card for the first time in the public utility sector, prohibiting a merger between two gas companies [10] - Nine departments jointly issued opinions to promote high-quality development in the pharmaceutical retail industry, encouraging mergers and acquisitions among retail pharmacies [10] Economic Indicators - The unemployment rate for urban labor aged 16-24 was reported at 16.5% in December 2025, while the rate for those aged 25-29 was 6.9% [5] - The National Bureau of Statistics reported a 28.1% year-on-year increase in sales revenue for the smart device manufacturing industry in 2025 [10]

Core Viewpoint - Amlogic (HongKong) Limited is conducting a share transfer of 13,100,000 shares of Jingchen Co., Ltd. at a price of 82.85 yuan per share, which is 93.57% of the closing price on the pricing date [1][2] Group 1: Share Transfer Details - The share transfer involves 13,100,000 shares, accounting for 3.11% of the total share capital, aimed at meeting the company's operational needs and facilitating global business development [2] - A total of 46 institutional investors participated in the pricing inquiry, with a total effective subscription of 24,006,000 shares, resulting in a subscription multiple of 1.83 times [1] - The estimated cash out from this share transfer for Amlogic (HongKong) Limited is approximately 10.85 billion yuan [1] Group 2: Historical Context and Previous Transactions - Amlogic (HongKong) Limited has previously reduced its holdings through block trades and inquiries, with significant reductions occurring on May 19, 2023, and June 29, 2023, totaling approximately 5.74 million shares [3] - The company has realized approximately 23.35 billion yuan from share sales over the past three years [5] - Jingchen Co., Ltd. was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 8, 2019, with an initial offering price of 38.50 yuan per share [6]

Major Announcements - Zhaoyi Innovation plans to use 500 million CNY of A-share fundraising to increase capital in its wholly-owned subsidiaries for the implementation of the DRAM project [1] - Haiguang Information's mid-2025 profit distribution plan includes a cash dividend of 0.09 CNY per share, totaling 209 million CNY [2] - *ST Biology has terminated the major asset restructuring plan to acquire 51% of Hunan Huize Biomedical Technology Co., Ltd. [3] - Fosun Pharma intends to spin off its subsidiary Fosun Antigen for independent listing on the Hong Kong Stock Exchange [4] - Jingchen Co. has set the inquiry transfer price at 82.85 CNY per share for the transfer of 13.1 million shares [5] Performance Forecasts - Zhaoyi Innovation expects a net profit of approximately 1.61 billion CNY for 2025, a year-on-year increase of about 46% [9] - Longying Precision anticipates a net profit decrease of 17.70% to 29.36% for 2025, estimating between 545 million CNY and 635 million CNY [9] - Ruichuang Micro-Nano forecasts a net profit of around 1.1 billion CNY for 2025, representing a 93% increase [10] - Nanjing Bank projects a net profit of 21.81 billion CNY for 2025, an 8.08% increase year-on-year [11] - Zhongyuan Co. expects a net profit increase of 80% to 105% for 2025, estimating between 139 million CNY and 158 million CNY [12] - Qiangyi Co. anticipates a net profit increase of 57.87% to 71.17% for 2025, estimating between 368 million CNY and 399 million CNY [13] - Liard expects a net profit of 300 million CNY to 380 million CNY for 2025, turning from a loss of 889 million CNY in the previous year [14] - Daheng Technology forecasts a net profit of approximately 106 million CNY for 2025, also turning from a loss [16] - Dongfeng Co. anticipates a net loss of 390 million CNY to 480 million CNY for 2025 [17] - Qing Song Co. expects a net profit increase of 137.73% to 201.74% for 2025, estimating between 130 million CNY and 165 million CNY [18] - SIRUI Co. forecasts a net profit of 165 million CNY to 184 million CNY for 2025, turning from a loss [19] - Shengmei Shanghai expects a revenue increase of 18.91% to 22.47% for 2025, estimating between 6.68 billion CNY and 6.88 billion CNY [20] - Yijun Co. anticipates a net loss of 11 million CNY to 14 million CNY for 2025 [21] - Saint Yuan Environmental Protection expects a net profit increase of 31.79% to 59.24% for 2025, estimating between 240 million CNY and 290 million CNY [22] - Lijun Co. forecasts a net profit decrease of 45.05% to 60.03% for 2025, estimating between 4.8 million CNY and 6.6 million CNY [23] - Xingqi Eye Medicine expects a net profit increase of 95.82% to 121.56% for 2025, estimating between 662 million CNY and 749 million CNY [25] - Beidou Star expects a net loss of 230 million CNY to 290 million CNY for 2025, reducing losses compared to the previous year [26] - Yiling Pharmaceutical anticipates a net profit of 1.2 billion CNY to 1.3 billion CNY for 2025, turning from a loss of 725 million CNY [27] - Zhijiang Bio forecasts a net loss of 32 million CNY to 47 million CNY for 2025, reducing losses compared to the previous year [28] - Yema Battery expects a net profit decrease of 58% to 70% for 2025, estimating between 45.83 million CNY and 64.17 million CNY [29] - Yunmei Energy anticipates a net loss of 410 million CNY to 470 million CNY for 2025 [30] - Yingfang Micro expects a net loss of 69 million CNY to 97 million CNY for 2025 [31] - Guanghua Technology forecasts a net profit of 85 million CNY to 120 million CNY for 2025, turning from a loss [33] Share Buybacks - Hengyi Petrochemical plans to repurchase shares worth 500 million CNY to 1 billion CNY [34] - Yunyi Electric plans to repurchase shares worth 100 million CNY to 150 million CNY [34] - Xidun Pharmaceutical plans to repurchase shares worth 25 million CNY to 50 million CNY [35]

Group 1 - Huakang Clean announced it is the first candidate for the bid of the Wuhan First Hospital expansion project with a bid amount of 54.88 million yuan and a construction period of 120 days [1] - Hualing Steel's subsidiary plans to invest 449.88 million yuan in a major overhaul project for its coking plant, aiming to address aging issues and restore production capacity over a 19-month construction period [2] - Yinjia Technology expects a net loss of 140 million to 110 million yuan for 2025, compared to a loss of 129 million yuan in the previous year [3] Group 2 - Guochuang High-tech forecasts a net profit of 16 million to 24 million yuan for 2025, recovering from a loss of 58.52 million yuan in the previous year [4] - Shiyi Da anticipates a net profit increase of 31 million to 46 million yuan for 2025, turning around from a loss of 23.41 million yuan last year [5] - Lijun Co. expects a net profit of 48 million to 66 million yuan for 2025, representing a decline of 45.05% to 60.03% compared to the previous year [7] Group 3 - Xindian Pharmaceutical plans to repurchase shares worth 25 million to 50 million yuan for employee stock ownership plans or equity incentives, with a maximum repurchase price of 42 yuan per share [6] - Jingchen Co. has set the initial transfer price for its shares at 82.85 yuan per share, with a total of 13.1 million shares to be transferred to 28 institutional investors [8] - Zejing Pharmaceutical received approval for clinical trials of its innovative cancer immunotherapy drug ZG005 in combination with platinum-based chemotherapy for advanced nasopharyngeal and esophageal squamous cell carcinoma [9] Group 4 - Xingqi Eye Medicine expects a net profit of 662 million to 749 million yuan for 2025, marking a growth of 95.82% to 121.56% compared to the previous year [10] - Liancheng Precision anticipates a net loss of 12 million to 17 million yuan for 2025, reducing its loss from 37.96 million yuan in the previous year [11] - Beidou Star expects a net loss of 230 million to 290 million yuan for 2025, improving from a loss of 350 million yuan last year [13] Group 5 - Qing Shan Paper's affiliate won a bid for a wastewater treatment project worth 51.9 million yuan [15] - Yiling Pharmaceutical forecasts a net profit of 1.2 billion to 1.3 billion yuan for 2025, recovering from a loss of 725 million yuan in the previous year [16] - Huahai Pharmaceutical received a drug registration certificate for its product used in treating depression and obsessive-compulsive disorder [23] Group 6 - Nanjing Panda expects a net profit of 10 million to 15 million yuan for 2025, turning around from a loss of 189 million yuan last year [40] - Rui Sheng Intelligent anticipates a net profit of 33.92 million to 38.40 million yuan for 2025, representing a growth of 112% to 140% compared to the previous year [41] - Jiechang Drive expects a net profit of 395 million to 437 million yuan for 2025, with a growth of 40% to 55% compared to the previous year [43]

证券代码：688099 证券简称：晶晨股份 公告编号：2026-003 晶晨半导体(上海)股份有限公司 股东询价转让定价情况提示性公告 （二）参与本次询价转让报价的机构投资者家数为 46 家，涵盖了合格境外 投资者、基金管理公司、私募基金管理人、证券公司等专业机构投资者。参与本 次询价转让报价的机构投资者合计有效认购股份数量为 2,400.60 万股，对应的有 效认购倍数为 1.83 倍。 （三）本次询价转让拟转让股份已获全额认购，初步确定受让方为 28 家机 构投资者，拟受让股份总数为 13,100,000 股。 二、风险提示 （一）本次询价转让受让方及受让股数仅为初步结果，尚存在拟转让股份被 司法冻结、扣划等风险。询价转让的最终结果以中国证券登记结算有限责任公司 上海分公司最终办理结果为准。 1 Amlogic (Hong Kong) Limited（以下简称"出让方"）保证向晶晨半导体（上 海）股份有限公司（以下简称"晶晨股份"）提供的信息内容不存在任何虚假记 载、误导性陈述或者重大遗漏，并对其真实性、准确性和完整性依法承担法律责 任。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 ...

Group 1 - The core point of the article is that Jingchen Co., Ltd. (688099.SH) has announced a preliminary inquiry transfer price of 82.85 yuan per share based on the inquiry subscription situation as of January 22, 2026 [1]

Group 1 - The core point of the article is that Jingchen Co., Ltd. has set the inquiry transfer price at 82.85 yuan per share, which is 93.57% of the closing price of 88.54 yuan per share on the pricing date of January 22, 2026 [1] - A total of 46 institutional investors participated in the inquiry transfer, including qualified foreign investors, fund management companies, private fund managers, and securities firms [1] - The total number of shares effectively subscribed by institutional investors reached 24.06 million, corresponding to an effective subscription multiple of 1.83 times [1] Group 2 - The proposed transfer shares have been fully subscribed, with the preliminary determination of the transferees being 28 institutional investors, who will acquire a total of 13.1 million shares [1]

Core Viewpoint - Amlogic (Hong Kong) Limited plans to transfer 13,100,000 shares of Jingchen Co., Ltd. (688099.SH), representing 3.11% of the total share capital, to meet operational needs and facilitate global business development [1][2]. Group 1: Share Transfer Details - The transfer is organized by CITIC Securities and the shares being transferred are not held by the company's directors or senior management [2]. - The minimum transfer price will not be lower than 70% of the average stock price over the 20 trading days prior to January 21, 2026 [3]. - The estimated transfer amount for Amlogic (Hong Kong) Limited is approximately 1.219 billion yuan based on the closing price of 93.04 yuan on January 21, 2026 [4]. Group 2: Historical Share Reductions - Amlogic (Hong Kong) Limited has previously reduced its holdings through block trades, selling 3,678,195 shares and 1,892,700 shares on May 19 and June 29, 2023, respectively, for amounts of approximately 315 million yuan and 159 million yuan [4]. - The company also conducted two additional transfers in 2024 and 2025, reducing its holdings from 29.16% to 26.03% and from 30.56% to 22.10%, with transfer amounts of 674 million yuan and 1.187 billion yuan, respectively [5]. - Over the past three years, Amlogic (Hong Kong) Limited has realized approximately 2.335 billion yuan from share reductions [6]. Group 3: Company Background - Jingchen Co., Ltd. was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 8, 2019, with an initial issuance of 41.12 million shares at a price of 38.50 yuan per share [6][7]. - The total amount raised during the IPO was approximately 1.583 billion yuan, with net proceeds of about 1.503 billion yuan, intended for various technology projects [7].