证券简称：华海清科 证券代码：688120 上海荣正企业咨询服务（集团）股份有限公司 关 于 华海清科股份有限公司 2025 年 7 月 | | | | 4 | | --- | --- | --- | --- | | | | œ | | | . | . | | 4 | | | | 一、释 义 以下词语如无特殊说明，在本文中具有如下含义： 2023 年限制性股票激励计划 首次授予部分第一个归属期归属条件成就 之 独立财务顾问报告 | 华海清科、本公司、公 | 指 | 华海清科股份有限公司 | | --- | --- | --- | | 司、上市公司 | | | | 本激励计划、本计划 | 指 | 华海清科股份有限公司 年限制性股票激励计划 2023 | | 限制性股票、第二类限 | 指 | 符合本激励计划授予条件的激励对象，在满足相应归属 | | 制性股票 | | 条件后分次获得并登记的本公司股票 | | 激励对象 | 指 | 按照本激励计划规定，获得限制性股票的公司（含控股 子公司，下同）董事、高级管理人员、核心管理、技术 | | | | （业务）骨干 | | 授予日 | 指 | 公司向激励对象授予限制性股票 ...

北京海润天睿律师事务所 及作废部分限制性股票事项的 法律意见书 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 二○二五年七月 关 于 华海清科股份有限公司 2023 年限制性股票激励计划 授予调整、第一个归属期归属条件成就 法律意见书 1、本所律师依据《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）》等有关法律、法规和规范性文件的规 定，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，保证本法律意见书 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、误导性陈述或重大遗漏； 2、截至本法律意见书出具之日，本所及经办律师均未持有华海清科的股票， 与华海清科之间亦不存在其他可能影响公正行使职责的其他任何关系； 3、本所不对有关会计、审计等专业事项及本次激励计划所涉及股票价值等非 法律问题作出任何评价，本法律意见书对会计报表、审计报告及本次激励计划中 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 授予调整、第一个归属期 ...

华海清科股份有限公司 监事会关于公司 2023 年限制性股票激励计划 首次授予部分第一个归属期归属名单的核查意见 华海清科股份有限公司（以下简称"公司"）监事会依据《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》"） 《上海证券交易所科创板股票上市规则》等相关法律、法规及规范性文件和《公 司章程》的有关规定，对公司 2023 年限制性股票激励计划首次授予部分第一个 归属期归属名单进行审核，发表核查意见如下： 公司2023年限制性股票激励计划首次授予部分的激励对象除26名激励对象 因离职、自愿放弃等原因而不具备激励对象资格，公司 2023 年限制性股票激励 计划首次授予部分第一个归属期可归属的 231 名激励对象符合《公司法》《证券 法》等法律、行政法规和规范性文件规定的激励对象条件，符合本激励计划规定 的激励对象范围，其作为公司本激励计划激励对象的主体资格合法、有效，激励 对象获授限制性股票的第一个归属期的归属条件已成就。 因此，监事会同意为本次符合归属条件的 231 名激励对象办理限制性股票的 归 ...

Group 1 - The company is implementing a "equipment + service" platform development strategy, with a high market share in CMP equipment and successful acceptance of multiple thinning machines and low-energy high-current ion implantation equipment [1][3] - The company plans to expand its wafer regeneration capacity to 600,000 pieces per month, benefiting significantly from the accelerated expansion trend of wafer fabs [1][3] Group 2 - The CMP equipment Universal-H300 has received bulk repeat orders and has achieved large-scale shipments, while specialized CMP equipment for third-generation semiconductor customers has been successfully developed and sent for client verification [1] - The thinning equipment covers various process customers, with the 12-inch ultra-precision wafer thinning machine Versatile-GP300 achieving multiple acceptances to meet customer mass production needs [2] - The company has established a series of cleaning equipment layouts covering large wafers and compound semiconductors, with the HSC-S1300 and HSC-F3400 cleaning equipment successfully verified and sold [2] Group 3 - The company has become a professional foundry for wafer regeneration with Fab equipment and process technology services, currently achieving a wafer regeneration capacity of approximately 200,000 pieces per month [2] - The company plans to build a wafer regeneration expansion project in Kunshan, Jiangsu Province, with a total planned capacity expansion of 400,000 pieces per month, and the first phase of construction capacity is expected to be 200,000 pieces per month with an investment not exceeding 500 million RMB [2] Group 4 - Revenue projections for the company are estimated at 4.503 billion, 5.860 billion, and 7.360 billion RMB for the years 2025 to 2027, with net profits of 1.290 billion, 1.682 billion, and 2.121 billion RMB respectively [3]

Group 1 - Multiple listed companies announced share repurchase plans or progress on June 17, coinciding with the one-year anniversary of the "Science and Technology Innovation Board Eight Articles" [1] - Eight companies from the Science and Technology Innovation Board, including Guoda Materials and Huahai Qingke, proposed share repurchases, indicating a commitment to enhancing quality and returns [1] - Guoda Materials' chairman proposed a repurchase of A-shares using 200 million to 400 million yuan in special loans and self-raised funds, aimed at employee stock ownership plans or convertible bonds [1] Group 2 - Midea Group announced its first share repurchase under a new plan, buying back 2.0781 million shares at a total cost of 150 million yuan, with a future plan to repurchase between 5 billion to 10 billion yuan [2] - Tencent Holdings repurchased 980,000 shares for 500 million HKD, with prices ranging from 507 to 514 HKD per share [2] - As of this year, listed companies have repurchased a total of 71.71 billion yuan, with nine companies, including Kweichow Moutai and Ningde Times, repurchasing over 1 billion yuan each [2]

Core Viewpoint - The company is convening a shareholders' meeting to ensure the orderly conduct of the meeting and protect the rights of all shareholders, with specific guidelines for participation and voting procedures [1][2][3]. Meeting Guidelines - Only shareholders, their proxies, company directors, supervisors, senior management, witnessing lawyers, and invited personnel are allowed to attend the meeting [1]. - Attendees must sign in 30 minutes before the meeting and present necessary identification documents to receive meeting materials [1]. - The meeting will follow a predetermined agenda for discussion and voting on proposals [1][2]. Speaking and Voting Procedures - Shareholders wishing to speak must obtain permission from the meeting host and are limited to a maximum of 5 minutes for their remarks [2]. - Questions must pertain to the meeting agenda, and interruptions during presentations are not allowed [2]. - Voting will be conducted both on-site and online, with specific time slots for each method [3][5]. Fund Utilization Proposal - The company plans to use 740 million yuan of its excess raised funds to permanently supplement its working capital, which is 30% of the total excess funds of 2,489.9053 million yuan [6][8]. - This decision aligns with regulatory requirements and aims to enhance operational efficiency and profitability [8][9]. Regulatory Compliance - The company has committed to not exceeding 30% of the total excess funds for working capital supplementation within any twelve-month period and will not engage in high-risk investments during this time [8][9]. - The proposal has been approved by the company's board and supervisory committee prior to being presented to the shareholders [9].

证券代码：688120 证券简称：华海清科 华海清科股份有限公司 2025 年第二次临时股东大会会议资料 二、出席会议的股东或股东代理人须在会议召开前 30 分钟到会议现场办理 签到手续，并请按规定出示证券账户卡、身份证明文件或法人单位证明、授权委 托书等，经验证后领取会议资料，方可出席会议。 三、会议按照会议通知上所列顺序审议、表决议案。 四、股东及股东代理人参加股东大会依法享有发言权、质询权、表决权等权 利。股东及股东代理人参加股东大会应认真履行其法定义务，不得侵犯公司和其 他股东及股东代理人的合法权益，不得扰乱股东大会的正常秩序。 五、要求发言的股东及股东代理人，应当按照会议的议程，经会议主持人许 可后方可发言。有多名股东及股东代理人同时要求提问时，先举手者先发言；不 能确定先后时，由主持人指定发言者。会议进行中只接受股东及股东代理人发言 或提问。发言或提问应围绕本次会议议题进行，简明扼要，时间原则上不超过 5 分钟。 2025 年 7 月 | 目录 | | --- | | 华海清科股份有限公司 | 2025 | 年第二次临时股东大会会议须知 | 1 | | --- | --- | --- | --- ...

Core Viewpoint - Huahai Qingshi (688120) plans to expand its wafer regeneration project to enhance its "equipment + service" platform development strategy, aiming to capture the growing market share in the semiconductor equipment industry [1][2]. Group 1: Expansion Plans - The company intends to build a wafer regeneration expansion project in Kunshan, Jiangsu Province, with a total planned capacity of 400,000 pieces per month, and an initial construction capacity of 200,000 pieces per month [1]. - The initial investment for the project is expected to be no more than 500 million yuan, funded by the company's own and self-raised funds, with a construction period of no more than 18 months [1]. Group 2: Technology and Market Position - The wafer regeneration process involves multiple steps, including film removal, coarse grinding, fine grinding, cleaning, and inspection, aimed at ensuring a smooth surface without residual particles [1]. - The company has established strong relationships with domestic integrated circuit manufacturers, which overlap significantly with its existing equipment business customer base, laying a solid foundation for market expansion in wafer regeneration [2]. Group 3: Financial Performance - In 2024, the company achieved total operating revenue of 3.406 billion yuan, a year-on-year increase of 35.81%, and a net profit attributable to shareholders of 1.023 billion yuan, up 41.4% [2]. - Revenue from wafer regeneration and other businesses totaled 419 million yuan, reflecting an approximate 80% year-on-year growth, outpacing the growth of the main CMP/thinning equipment sales [2]. Group 4: Strategic Development - The company is committed to the "equipment + service" platform development strategy, focusing on semiconductor key equipment and technical services, and actively developing new technologies and products [3]. - The revenue from CMP equipment continues to grow rapidly, while thinning equipment, wet processing equipment, and wafer regeneration services are also contributing significantly to overall revenue [3].

Core Viewpoint - Huahai Qingke, a leading domestic semiconductor CMP equipment manufacturer, plans to expand its wafer regeneration capacity to seize the opportunity presented by the accelerated expansion of wafer fabs [2][3][4]. Expansion Plans - The company intends to build a wafer regeneration expansion project in Kunshan, Jiangsu, with a total planned capacity of 400,000 wafers per month, and an initial capacity of 200,000 wafers per month, with an investment of no more than 500 million yuan [3][4]. - The construction period for this project is expected to be no more than 18 months [4]. Market Position and Strategy - Huahai Qingke aims to increase its market share in wafer regeneration services, leveraging its competitive edge in advanced process wafer regeneration services and has secured orders from several large key customers [2][5]. - The company has become the largest CMP equipment manufacturer in China and the only one to achieve mass production of 12-inch CMP equipment, holding a 46.7% market share in the 12-inch CMP market as of 2023 [7]. Financial Performance - The company has shown rapid growth in operating performance, with revenue and net profit increasing significantly over the past four years. In 2021, the net profit was 198 million yuan, and it is projected to exceed 1 billion yuan by 2024, representing a growth of over four times [2][12][13]. - Revenue figures for 2022 to 2024 are 1.649 billion yuan, 2.508 billion yuan, and 3.406 billion yuan, reflecting year-on-year growth rates of 104.86%, 52.11%, and 35.81% respectively [12]. R&D Investment - The company invests over 10% of its annual revenue in R&D, with investments from 2021 to 2024 amounting to 119 million yuan, 217 million yuan, 304 million yuan, and 394 million yuan respectively [8][9]. - As of the end of 2024, Huahai Qingke has developed 17 core technologies, with 14 from independent research and development [10]. Synergy and Competitive Advantage - The wafer regeneration business is synergistic with the company's existing equipment business, enhancing customer loyalty and overall competitiveness [6][14]. - The company has achieved significant cost advantages in wafer regeneration by utilizing customized equipment, which reduces capital investment [5].

Project Overview - The project is named "Hua Hai Qing Ke Wafer Recycling Expansion Project" with a planned total capacity expansion of 400,000 wafers per month, where the initial construction capacity will be 200,000 wafers per month [5][6] - The initial investment is expected to not exceed 500 million RMB, with the final investment amount to be determined based on actual expenditures [5][8] - The funding will come from the company's own and self-raised funds [2][8] Project Implementation - The project will be implemented by a newly established wholly-owned subsidiary of the company [7][9] - The construction period is expected to be no more than 18 months, subject to actual progress [3][9] - The investment does not require approval from the board of directors or shareholders as it does not meet the threshold for such review [3][15] Market Context and Strategic Importance - The project aims to capitalize on the accelerated expansion of wafer manufacturing, enhancing the company's first-mover advantage and scale effect [5][15] - The integrated circuit industry is supported by national policies aimed at boosting innovation and international competitiveness, creating a favorable environment for project implementation [9] - The company has established a strong market position in wafer recycling, currently achieving a production capacity of approximately 200,000 wafers per month and receiving stable orders from major production lines [10][11] Technical and Operational Advantages - The company utilizes advanced Chemical Mechanical Polishing (CMP) and cleaning technologies, which are critical in the wafer recycling process, enhancing the competitiveness in advanced process wafer recycling services [11][12] - The existing customer base overlaps significantly with the integrated circuit manufacturing sector, providing a solid foundation for market expansion in wafer recycling [12] Impact on Company Performance - The expansion project is expected to enhance the company's production capacity and market share in wafer recycling, ultimately benefiting shareholders and improving overall company performance [15]