北京市嘉源律师事务所 关于上海硅产业集团股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易 之 资产过户情况的法律意见书 号所 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 沪硅产业 · 法律意见书 嘉源律师事务所 浪管师事务所 IA YUAN LAW OFFICES 北京 BEI JING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致:上海硅产业集团股份有限公司 北京市嘉源律师事务所 关于上海硅产业集团股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易之资产过户情况的法律意见书 目 录 | 正 文 | | --- | | í 本次重组的方案 . | | 二、 本次重组的授权和批准… | | 三、 本次重组标的资产过户情况 | | 四、 本次重组的后续重大事项 | | 五、 结论意见… | l the 嘉源律师事务所 本法律意见书依据《公司法》《证券法》《重组管理办法》《发行注册管理 办法》《上市规则》等中国法律法规和中国证监会的有关规定,按照律师行业公 认的业务标准、道德规范和勤勉尽责精 ...

证券代码：688126 证券简称：沪硅产业 公告编号：2025-070 2025 年 9 月 26 日，公司收到中国证券监督管理委员会出具的《关于同意上 海硅产业集团股份有限公司发行股份购买资产并募集配套资金注册的批复》（证 监许可〔2025〕2140 号），具体内容详见公司于 2025 年 9 月 27 日披露的《上海 硅产业集团股份有限公司关于发行股份及支付现金购买资产并募集配套资金暨 关联交易事项获得中国证券监督管理委员会同意注册批复的公告》（公告编号： 2025-066）。 公司根据中国证监会批复的要求积极推进本次交易实施事宜。截至本公告披 露日，本次交易涉及标的资产的过户手续已经办理完毕，具体情况如下： 一、本次交易标的资产过户情况 （一）标的资产交割及过户情况 中国（上海）自由贸易试验区临港新片区市场监督管理局已于 2025 年 10 月 20 日核准新昇晶投本次交易涉及的工商变更相关事项，并向新昇晶投换发了 新的《营业执照》。 中国（上海）自由贸易试验区临港新片区市场监督管理局已于 2025 年 10 月 21 日核准新昇晶科本次交易涉及的工商变更相关事项，并向新昇晶科换发了 新的《营业执照》。 ...

Core Viewpoint - The company announced the acquisition of minority stakes in three subsidiaries through a combination of share issuance and cash payment, along with raising supporting funds [1] Group 1 - The company has completed the approval process for the business changes of the subsidiaries on October 20, October 21, and November 20, 2025 [1] - The company now legally holds 100% equity in the target companies following the completion of the necessary approvals [1] - Future steps include completing the share issuance, cash payment, raising supporting funds, and amending the company’s articles of association [1]

Group 1 - The semiconductor sector is experiencing a strong rebound, with notable stock increases for companies such as Northern Huachuang (+7%) and Chipone (+6%), contributing to a 3.19% rise in the Sci-Tech Semiconductor ETF and a 2.21% increase in the Chip ETF [1] - Samsung has raised the prices of some memory chips by 30%-60% month-on-month, indicating a supply gap in the storage industry, which is expected to persist at high price levels [2] - Yangtze Memory Technologies is constructing a third factory in Wuhan, expected to be operational by 2027, while also increasing the capacity of its second factory [2] Group 2 - SK Hynix is accelerating its equipment investment, with plans to order equipment for 12-layer HBM4 by November 2025, with installations expected to begin in early 2026 [2] - Huajin Securities is optimistic about the semiconductor cycle driven by artificial intelligence, recommending attention to the entire semiconductor industry chain from design to manufacturing and packaging testing [2] - The Sci-Tech Semiconductor ETF (588170) focuses on domestic semiconductor replacement equipment and materials, with a 3.19% increase, including key stocks like Zhongwei Company and Tuo Jing Technology [3]

Core Insights - The article emphasizes the critical role of semiconductor silicon wafers in modern technology, highlighting their importance in the global tech competition and national security [2][5][12] - It provides a comprehensive overview of the semiconductor industry, including market trends, technological barriers, and future opportunities driven by AI and self-sufficiency [8][12][61] Industry Overview - The semiconductor industry is foundational to the information industry, characterized by high production complexity, rapid technological iteration, and significant investment risks [5][7] - The global semiconductor market is projected to grow from $335.2 billion in 2015 to $627.6 billion by 2024, with a compound annual growth rate (CAGR) of 7.22% [10] - China's semiconductor market is expected to expand from $98.2 billion in 2015 to $182.2 billion by 2024, driven by national policies and increasing domestic demand [11][12] Semiconductor Materials Overview - The global semiconductor materials market is projected to grow from $43.3 billion in 2015 to $67.5 billion by 2024, with a CAGR of 5.06% [14] - China's semiconductor materials market is expected to grow from $6.8 billion in 2016 to $13.5 billion by 2024, outpacing global growth [19] Semiconductor Silicon Wafers - Semiconductor silicon wafers are essential for producing integrated circuits and sensors, with a complex manufacturing process involving multiple scientific disciplines [22][23] - The main types of silicon wafers include 2-inch, 3-inch, 4-inch, 6-inch, 8-inch, and 12-inch, with 12-inch wafers being the most prevalent due to cost advantages [26][28] - The demand for 12-inch wafers has increased significantly, with their market share rising from 1.69% in 2000 to 76.39% in 2024 [51] Market Dynamics - The global silicon wafer market is expected to experience a downturn in 2024, with a projected decline of 7.50% to $11.5 billion, but is anticipated to recover in 2025 due to demand from sectors like AI and electric vehicles [55][57] - The market for silicon epitaxial wafers is also growing, driven by applications in high-performance devices, with the market size increasing from $3.68 billion in 2015 to $6.06 billion in 2022, reflecting a CAGR of 7.39% [59] Challenges and Barriers - The semiconductor silicon wafer industry faces significant barriers, including customer onboarding challenges, technological complexities, talent shortages, and high capital investment requirements [41][45][46] - The industry is characterized by a high concentration of market share among a few key players, particularly in advanced wafer sizes [63] Future Outlook - The semiconductor industry is expected to enter a golden period of growth in the next decade, driven by advancements in 5G, AI, and other emerging technologies [12][67] - China's semiconductor industry is poised for rapid growth, with a projected market size increase from $0.5 billion in 2016 to $1.7 billion in 2023, indicating a robust development trajectory [62]

Core Viewpoint - The stock of Shanghai Silicon Industry has experienced fluctuations, with a recent decline of 2.01% and a year-to-date increase of 16.52%, indicating volatility in the semiconductor sector [1][2]. Company Overview - Shanghai Silicon Industry Group Co., Ltd. was established on December 9, 2015, and listed on April 20, 2020. The company specializes in the research, production, and sales of semiconductor silicon wafers and other materials [1]. - The main revenue composition includes 94.92% from semiconductor silicon wafers, 4.22% from entrusted processing services, and 0.86% from other sources [1]. Financial Performance - For the period from January to September 2025, the company achieved a revenue of 2.641 billion yuan, representing a year-on-year growth of 6.56%. However, the net profit attributable to shareholders was -631 million yuan, a decrease of 17.67% compared to the previous year [2]. - Cumulative cash dividends since the A-share listing amount to 110 million yuan [3]. Shareholder and Market Activity - As of September 30, 2025, the number of shareholders increased by 28.31% to 78,700, while the average circulating shares per person decreased by 21.74% to 34,709 shares [2]. - The stock has seen significant trading activity, with a net outflow of 61.957 million yuan in principal funds recently, indicating a shift in investor sentiment [1]. Institutional Holdings - Among the top ten circulating shareholders, E Fund's SSE STAR 50 ETF holds 59.5795 million shares, a decrease of 8.6694 million shares from the previous period. Other notable shareholders include Huaxia's SSE STAR 50 ETF and Hong Kong Central Clearing Limited, both of which have also reduced their holdings [3].

Investment Rating - The report maintains an "Outperform" rating for the company [5] Core Views - The company is acquiring 300mm silicon wafer assets, which may pressure profits during the expansion period [1] - The semiconductor silicon wafer industry is currently in a recovery cycle after a significant downturn in 2023, with expectations for a slight increase in 300mm wafer shipments starting from Q2 2024 [5] - The company has adjusted its revenue and profit forecasts downward due to pricing and cost pressures in both 200mm and 300mm silicon wafers [5] Financial Data and Profit Forecast - Total revenue is projected to grow from 3,388 million yuan in 2024 to 6,087 million yuan in 2027, with a compound annual growth rate (CAGR) of approximately 24.4% [2] - The net profit attributable to the parent company is expected to improve from -971 million yuan in 2024 to 275 million yuan in 2027, indicating a significant recovery [2] - The gross margin is forecasted to turn positive by 2026, reaching 14.8% in that year [2] Market Position and Competitive Landscape - The company has developed over 150 new products in the 300mm silicon wafer segment, with more than 60 products entering mass production [5] - The current market share of the company's products includes approximately 60-65% for storage polishing wafers and 30% for logic wafers [5] - The company’s price-to-sales (PS) ratio for 2025 is estimated at 15X, which is 18% lower than the average PS of comparable semiconductor material companies [5]

Investment Rating - The investment rating for the company is "Outperform" [6] Core Views - The company is acquiring 300mm silicon wafer assets, which may pressure profits during the expansion period [1] - The semiconductor silicon wafer industry is in a recovery cycle after a significant downturn in 2023, with expectations for growth in 2025 [6] - The company has adjusted its revenue and profit forecasts downward due to pricing and cost pressures in both 200mm and 300mm silicon wafers [6] Financial Data and Profit Forecast - Total revenue is projected to grow from 3,388 million yuan in 2024 to 6,087 million yuan in 2027, with a CAGR of 24.4% [2] - The net profit attributable to the parent company is expected to improve from -971 million yuan in 2024 to 275 million yuan in 2027, reflecting a significant turnaround [2] - The gross margin is forecasted to recover from -9.0% in 2024 to 18.8% in 2027 [2] Company Overview - As of September 30, 2025, the company has a net asset value per share of 4.11 yuan and a debt-to-asset ratio of 42.49% [3] - The company plans to issue shares and pay cash to acquire stakes in several entities related to the 300mm silicon wafer project, totaling 7.04 billion yuan [6] Market Context - The global semiconductor silicon wafer market is expected to see a slight recovery in 2024, with a projected 2.67% decline in shipment area, which is an improvement compared to 2023 [6] - The company has developed over 150 new products in the 300mm silicon wafer segment, with more than 60 products entering mass production [6]

Core Viewpoint - The stock of Shanghai Silicon Industry Group Co., Ltd. has experienced a decline of 5.07%, with a current price of 22.11 CNY per share and a total market capitalization of 607.40 billion CNY [1] Company Overview - Shanghai Silicon Industry Group Co., Ltd. is located in the China (Shanghai) Pilot Free Trade Zone and was established on December 9, 2015. The company went public on April 20, 2020. Its main business involves the research, production, and sales of semiconductor silicon wafers and other materials [1] - The revenue composition of the company is as follows: 94.92% from semiconductor silicon wafers, 4.22% from entrusted processing services, and 0.86% from other sources [1] Fund Holdings - Dachen Fund has a significant holding in Shanghai Silicon Industry, with its Dachen Hengxiang Mixed A Fund (008869) holding 129,500 shares, accounting for 2.85% of the fund's net value, making it the third-largest holding [2] - The Dachen Hengxiang Mixed A Fund was established on March 5, 2020, with a current size of 43.67 million CNY. Year-to-date, it has achieved a return of 13.97%, ranking 5336 out of 8147 in its category [2] - The fund manager, Li Yu, has been in the position for 11 years and 102 days, with a total asset scale of 647 million CNY. The best return during his tenure is 102.86%, while the worst is -6.79% [2]

Core Viewpoint - The stock of Shanghai Silicon Industry Co., Ltd. has experienced fluctuations, with a recent decline of 2.04% and a year-to-date increase of 25.19%, indicating volatility in the semiconductor materials sector [1][2]. Financial Performance - For the period from January to September 2025, the company reported a revenue of 2.641 billion yuan, representing a year-on-year growth of 6.56%. However, the net profit attributable to shareholders was -631 million yuan, a decrease of 17.67% compared to the previous year [2]. - Cumulative cash dividends since the company's A-share listing amount to 110 million yuan [3]. Shareholder and Market Activity - As of September 30, 2025, the number of shareholders increased by 28.31% to 78,700, while the average circulating shares per person decreased by 21.74% to 34,709 shares [2]. - The stock's trading activity shows a net outflow of 44.5 million yuan from main funds, with significant selling pressure observed [1]. Company Overview - Shanghai Silicon Industry Co., Ltd. specializes in the research, production, and sales of semiconductor silicon wafers and other materials, with 94.92% of its revenue derived from semiconductor silicon wafers [1]. - The company is categorized under the electronic-semiconductor-semiconductor materials industry and is associated with concepts such as integrated circuits and chip manufacturing [1].