北京市朝阳区建外大街甲 14 号广播大厦 5/9/10/13/17 层 电话：010-65219696；传真：010-88381869 北京海润天睿律师事务所 关 于 华海清科股份有限公司 2023 年限制性股票激励计划 预留授予部分第一个归属期 归属条件成就事项的 法律意见书 二○二五年十月 法律意见书 北京海润天睿律师事务所 关于华海清科股份有限公司 2023 年限制性股票激励计划 预留授予部分第一个归属期归属条件成就事项的 法律意见书 致：华海清科股份有限公司 北京海润天睿律师事务所接受华海清科股份有限公司（以下简称"华海清科"、 "公司"）的委托，根据《中华人民共和国公司法》（以下简称《公司法》）、《中 华人民共和国证券法》（以下简称《证券法》）、《上市公司股权激励管理办法》 （以下简称《管理办法》）、上海证券交易所（以下简称"上交所"）发布的《上 海证券交易所科创板股票上市规则》（以下简称《上市规则》）、《科创板上市公 司自律监管指南第 4 号——股权激励信息披露》（以下简称《科创板自律监管指南 第 4 号》）等有关法律、法规、规范性文件和中国证券监督管理委员会（以下简称 "中国证监会"）其他有关规 ...

Financial Performance - The company's operating revenue for Q3 2025 reached ¥1,244,203,445.71, representing a year-on-year increase of 30.28%[4] - The total profit for the period was ¥319,013,277.14, showing a slight decrease of 0.75% compared to the same period last year[4] - Net profit attributable to shareholders was ¥285,996,698.71, down by 0.71% year-on-year[4] - Total operating revenue for the first three quarters of 2025 reached ¥3,193,795,521.45, a significant increase of 30.2% compared to ¥2,451,543,658.03 in the same period of 2024[18] - Net profit for the first three quarters of 2025 was ¥791,422,825.58, representing a 9.8% increase from ¥720,702,833.04 in the same period of 2024[19] - Earnings per share for the first three quarters of 2025 were ¥2.25, compared to ¥2.05 in the same period of 2024, reflecting a growth of 9.8%[20] - The company reported a total comprehensive income of ¥789,300,793.17 for the first three quarters of 2025, compared to ¥718,938,363.33 in the same period of 2024, marking an increase of 9.8%[20] Research and Development - Research and development (R&D) expenses totaled ¥129,658,102.56 for the quarter, an increase of 47.56% year-on-year, accounting for 10.42% of operating revenue[4][9] - The company continues to focus on enhancing its core technology and innovation capabilities through increased R&D investment and talent development[9] - Research and development expenses for the first three quarters of 2025 were ¥376,300,174.35, up from ¥255,510,813.74 in the previous year, reflecting a focus on innovation[19] Assets and Liabilities - The total assets of the company at the end of the reporting period were ¥12,513,333,546.09, reflecting a growth of 6.49% from the end of the previous year[5] - The company's total current assets as of September 30, 2025, amount to ¥9,311,572,768.42, an increase from ¥8,832,012,584.58 at the end of 2024[14] - The total assets of the company are ¥12,513,333,546.09, compared to ¥11,750,821,583.13 at the end of 2024[15] - The total liabilities amount to ¥4,258,224,328.04, slightly up from ¥4,185,740,123.30 at the end of 2024[15] - Total liabilities as of the end of the reporting period amounted to ¥5,311,176,968.52, slightly up from ¥5,270,511,451.80 in the previous year[16] - The total equity attributable to shareholders increased by 11.26% to ¥7,202,156,577.57 compared to the end of the previous year[5] - Total equity attributable to shareholders reached ¥7,202,156,577.57, an increase from ¥6,473,073,313.93 year-over-year[16] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥424,493,634.92, down by 51.55% compared to the previous year[4][9] - Cash flow from operating activities for the first three quarters of 2025 was ¥3,165,771,120.76, compared to ¥2,774,464,398.49 in the same period of 2024, indicating a growth of 14.1%[21] - The net cash flow from operating activities was 424,493,634.92, a decrease of 51.6% compared to 876,222,630.75 from the previous period[22] - Total cash inflow from investment activities was 3,010,619,701.39, down 32.2% from 4,440,175,651.82 in the prior period[22] - The net cash flow from investment activities was -912,779,314.47, worsening from -559,232,349.64 year-over-year[22] - Cash flow from financing activities resulted in a net outflow of -218,299,311.85, compared to -331,362,412.43 previously[24] - The total cash and cash equivalents at the end of the period were 1,942,449,545.82, down from 2,461,079,726.62 at the end of the previous period[24] Shareholder Information - The total number of common shareholders at the end of the reporting period is 28,859[11] - The largest shareholder, Qingkong Chuangye Investment Co., Ltd., holds 99,460,887 shares, accounting for 28.14% of the total shares[11] - The company has no significant changes in the top 10 shareholders or their participation in margin trading[12] Operational Status - The company has expanded its market share in the integrated circuit industry, particularly in CMP products, leading to increased revenue from key consumables and maintenance services[9] - There are no other significant reminders regarding the company's operational status during the reporting period[13]

Core Insights - Huahai Qingke reported a third-quarter revenue of 1.244 billion yuan, representing a year-on-year increase of 30.28% [1] - The net profit for the third quarter was 286 million yuan, showing a slight decline of 0.71% [1] - For the first three quarters, the total revenue reached 3.194 billion yuan, also reflecting a year-on-year growth of 30.28% [1] - The net profit for the first three quarters was 791 million yuan, which is a year-on-year increase of 9.81% [1]

Core Viewpoint - Huahai Qingke's stock price has shown significant growth this year, with a year-to-date increase of 34.56%, indicating strong market performance in the semiconductor equipment sector [1][2]. Financial Performance - For the first half of 2025, Huahai Qingke achieved a revenue of 1.95 billion yuan, representing a year-on-year growth of 30.28%. The net profit attributable to shareholders was 505 million yuan, reflecting a year-on-year increase of 16.82% [2]. - Cumulative cash dividends since the company's A-share listing amount to 271 million yuan [3]. Stock Market Activity - As of October 29, Huahai Qingke's stock was trading at 146.80 yuan per share, with a market capitalization of 51.88 billion yuan. The stock experienced a decline of 2.02% during the trading session [1]. - The stock has seen a trading volume of 519 million yuan, with a turnover rate of 0.99% [1]. - The net outflow of main funds was 66.43 million yuan, with large orders showing a buy of 130 million yuan and a sell of 158 million yuan [1]. Shareholder Structure - As of June 30, 2025, the number of Huahai Qingke's shareholders was 13,600, a decrease of 10% from the previous period. The average number of circulating shares per person increased by 54.75% to 17,452 shares [2]. - Among the top ten circulating shareholders, notable increases were observed in holdings by various ETFs, indicating growing institutional interest [3].

Group 1 - The Shanghai Stock Exchange Sci-Tech Innovation Board Chip Index decreased by 0.14% as of October 29, 2025, with mixed performance among constituent stocks [1] - Baiwei Storage led the gains with an increase of 9.48%, while Anji Technology experienced the largest decline [1] - The Sci-Tech Chip ETF (588200) saw a turnover of 3.35% and a transaction volume of 1.414 billion yuan, indicating significant trading activity [1] Group 2 - The Sci-Tech Chip ETF's scale increased by 2.203 billion yuan over the past week, ranking first among comparable funds [1] - The ETF's shares grew by 12 million over the past week, also the highest among comparable funds [1] - Over the last five trading days, the ETF attracted a total of 276 million yuan in inflows [1] Group 3 - As of September 30, 2025, the top ten weighted stocks in the Sci-Tech Chip Index accounted for 59.69% of the index, with Haiguang Information leading at 11.09% [2][4] - The semiconductor materials sector is expected to experience structural growth driven by the "14th Five-Year Plan" and AI industry trends [2] - The storage industry is entering a new upward cycle, with AI accelerating storage demand, starting from Q2 2025 [2] Group 4 - The highest monthly return for the Sci-Tech Chip ETF since inception was 35.07%, with an average monthly return of 9.90% during rising months [1] - The ETF has achieved a net value increase of 136.21% over the past three years, ranking 27th out of 1903 index stock funds [1]

Core Viewpoint - The semiconductor equipment and materials sector is experiencing significant growth, with the Shanghai Composite Index surpassing 4000 points, driven by strong performance in semiconductor-related stocks [1][3]. Group 1: Market Performance - As of 11:15 AM, the semiconductor equipment ETF (561980), which has approximately 70% exposure to semiconductor equipment and materials, increased by 0.38% [3]. - Notable stocks such as Aisen Co. surged over 13%, while Jingrui Electric Materials and Shenkong Co. rose over 6%, and Huafeng Measurement Control increased by over 5% [3]. - The ETF has seen a net inflow of 1.283 billion yuan over the last 20 trading days [3]. Group 2: Technological Advancements - A significant breakthrough in photoresist technology by a Peking University team is expected to accelerate the domestic replacement in the "selling shovels" segment of the chip industry [3]. - This technological advancement has led to a strong performance in material stocks like Jingrui Electric Materials over the past two days [3]. Group 3: Financial Performance - Jingrui Electric Materials reported a net profit attributable to shareholders that increased by over 192 times year-on-year for the first three quarters [3]. - Other companies such as China Shipbuilding Gas, Shanghai HJ, Shenkong Co., and Aisen Co. also reported positive year-on-year growth in revenue and net profit for the same period [3]. Group 4: Industry Insights - According to Founder Securities, the current domestic advanced node wafer production capacity is insufficient to meet the rapidly growing demand for computing power, highlighting the urgent need to enhance the overall capacity and industrial support from equipment and manufacturing perspectives [3]. - The domestic semiconductor industry is focused on increasing the localization rate of computing power chips across the entire supply chain, from upstream equipment and materials to midstream semiconductor manufacturing and downstream advanced packaging [3]. - The current domestic semiconductor equipment localization rate remains low, indicating significant room for replacement and growth [3].

Investment Rating - The report maintains a positive investment rating for the semiconductor equipment industry, highlighting growth opportunities driven by AI applications and advanced logic and memory technology upgrades [5]. Core Insights - The global semiconductor equipment market is projected to reach a record $125.5 billion by 2025, driven by capacity expansion for AI applications and technology iterations across various segments [1][11]. - China is expected to lead global spending on 300mm equipment, with an investment of $94 billion from 2026 to 2028, supported by national policies [17]. - AI applications are significantly boosting demand for high-bandwidth memory (HBM) and NAND flash storage, with the overall revenue for AI semiconductors expected to grow from $8.2 billion to $41.3 billion from 2020 to 2030, at a CAGR of 24.4% [22][46]. Summary by Sections 1. Semiconductor Process Upgrades and AI-Driven Capital Expenditure - The semiconductor equipment market is expected to grow, with global spending on 300mm wafer fab equipment projected to exceed $100 billion for the first time in 2025, reaching $107 billion [10]. - AI applications are driving continuous growth in capital expenditure, with data center investments expected to rise from $17 billion in 2020 to $45.3 billion by 2028 [20]. - Advanced logic processes have progressed to the 2nm node, necessitating upgrades in equipment such as etching and deposition tools [26]. 2. AI Applications Driving Storage Demand Growth - The reduction in DDR4 production has led to a continuous increase in storage prices, with DDR4 prices expected to rise significantly due to supply constraints [35][36]. - High-end storage technologies are evolving, with 3D NAND layer counts expected to reach around 1000 layers, enhancing storage density [47]. - The demand for enterprise-grade SSDs is surging as AI models require efficient data storage solutions, with NAND storage demand projected to grow approximately 15% from 2024 to 2029 [46][56]. 3. Supply Chain Security and Self-Sufficiency - The report highlights the challenges in acquiring advanced semiconductor manufacturing equipment from overseas, with the U.S. proposing broader bans on sales to China [57]. - Domestic semiconductor manufacturers are expected to gain market share due to supply constraints faced by international competitors, with companies like Changxin Technology projected to increase production capacity significantly [59]. - The focus on self-sufficiency in semiconductor equipment is emphasized, with companies like North Huachuang expanding their product offerings in etching and deposition equipment [60].

Group 1 - The semiconductor equipment ETF (561980) has seen a significant increase, rising by 3.26% with a trading volume of 252 million as of 13:50 [1] - Notable gains in constituent stocks include a more than 16% increase in the photoresist stock Jingrui Electric Materials, over 7% in Aisen Co. and Jinhaitong, and a 6.06% rise in Nanda Optoelectronics [1] - Equipment manufacturers such as Tuojing Technology rose over 8%, while Zhongke Feicai and Zhongwei Company increased by over 4%, and Beifang Huachuang rose by 3.42% [1] Group 2 - A significant breakthrough has been achieved in China's photoresist field, with a team from Peking University using cryo-electron tomography to analyze the micro three-dimensional structure of photoresist molecules in liquid phase, leading to a new industrialization scheme that significantly reduces photoresist defects [3] - Semiconductor materials are essential in the manufacturing of integrated circuits, discrete devices, sensors, and optoelectronic devices, forming the basis of semiconductor manufacturing processes [3] - According to TECHCET data, the semiconductor manufacturing materials market is expected to grow nearly 8% year-on-year by 2025, with an annual compound growth rate (CAGR) of 5.6% from 2023 to 2028, potentially exceeding 84 billion by 2028 [3] - The semiconductor equipment ETF (561980) tracks the CSI semiconductor index, with approximately 70% weight in "semiconductor equipment + materials," and has reported a net value growth rate of 61.46% over the past six months and 89.26% over the past year [3]

Core Viewpoint - The Sci-Tech Chip ETF Index (588920) opened with a gain of 2.62%, reaching a price of 1.647 yuan, indicating positive market sentiment towards the semiconductor sector [1] Group 1: ETF Performance - The Sci-Tech Chip ETF Index (588920) has a performance benchmark based on the Shanghai Stock Exchange Sci-Tech Board Chip Index return [1] - Since its establishment on July 16, 2025, the fund has achieved a return of 60.63%, with a monthly return of 0.94% [1] Group 2: Major Holdings - Key stocks in the Sci-Tech Chip ETF Index include: - SMIC (中芯国际) up by 2.57% - Haiguang Information (海光信息) up by 1.60% - Cambricon (寒武纪) up by 2.30% - Lattice Technology (澜起科技) up by 4.76% - Zhongwei Company (中微公司) up by 3.07% - Hu Silicon Industry (沪硅产业) up by 1.69% - Chipone (芯原股份) up by 1.20% - Hengxuan Technology (恒玄科技) up by 1.09% - Huahai Qingshi (华海清科) up by 1.80% - Sitway (思特威) up by 1.42% [1]

Core Viewpoint - The semiconductor sector is experiencing a significant boost due to breakthroughs in photoresist technology, leading to strong stock performance among related companies and ETFs [1][4]. Group 1: Stock Performance - Jingrui Electric Materials opened strongly and hit the upper limit, while Nanda Optoelectronics and Aisen Co. saw gains exceeding 12% [1]. - The semiconductor equipment ETF (561980) rose by 2.47%, with a peak increase of over 3%, and recorded a trading volume of 110 million yuan [1]. - Over the past ten trading days, the ETF has seen a cumulative net inflow of 294 million yuan, bringing its latest scale to 2.626 billion yuan, with a year-to-date index increase of 61.31% [1]. Group 2: Company Developments - The research team led by Professor Peng Hailin from Peking University has made advancements in understanding the micro-3D structure of photoresist molecules, which could significantly reduce lithography defects [4]. - Domestic GPU manufacturer Muxi Co. has received approval for its IPO on the Sci-Tech Innovation Board, indicating a positive trend for domestic computing power companies [4]. - Muxi is negotiating customer orders estimated at 2.004 billion yuan, with over 1.7 billion yuan in AI computing projects, while Muxi has an order backlog of 1.43 billion yuan [5]. Group 3: ETF Performance and Holdings - The semiconductor equipment ETF (561980) reported a net asset growth rate of 89.26% over the past year, with a 61.46% increase over the last six months [7]. - The ETF tracks the CSI Semiconductor Index, with top holdings including Zhongwei Company (15.01%), Beifang Huachuang (12.70%), and Cambrian (10.56%), collectively accounting for over 78% of the portfolio [9][10]. - The index is heavily weighted towards semiconductor equipment, materials, and digital chip design, which are expected to benefit from the push for self-sufficiency in the semiconductor industry [9]. Group 4: Financial Performance of Component Stocks - Companies like Haiguang Information and Cambrian reported significant year-on-year growth in both revenue and net profit for the first three quarters [11]. - Jingrui Electric Materials achieved a staggering 192-fold increase in net profit year-on-year, highlighting the strong performance of semiconductor-related firms [12]. - Other component stocks such as Jianghua Micro and Aisen Co. also reported positive revenue and net profit growth, indicating a robust sector performance [12]. Group 5: Market Outlook - Analysts from Huaxi Securities and Galaxy Securities express optimism about the continued growth of the technology sector, driven by advancements in AI and high-performance computing chip demand [6][13]. - The stability of key chip and material supplies is critical, making the establishment of a self-sufficient semiconductor supply chain a necessity rather than an option [13].