上海市锦天城律师事务所 关于上海概伦电子股份有限公司 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 补充法律意见书（一） 邮编：200120 上海市锦天城律师事务所 补充法律意见书（一） 上海市锦天城律师事务所 关于上海概伦电子股份有限公司 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 补充法律意见书（一） 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重 大资产重组管理办法》等有关法律、法规以及中国证券监督管理委员会的有关 规定，本所已于 2025 年 9 月 29 日出具了《上海市锦天城律师事务所关于上海 概伦电子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 易之法律意见书》（以下简称"《法律意见书》"）。 鉴于德皓会计师就本次交易的财务会计报表加审至 2025 年 9 月 30 日（以 下对最近两次审计截止日的相距期间称为"加审期间"，即自 2025 年 4 月 1 日 至 2025 年 9 月 30 日），并出具了《 ...

概伦电子公告称，拟发行股份及支付现金购买锐成芯微100%股权、纳能微45.64%股权，并募集配套资 金。交易完成后，二者将成其全资子公司。2024年交易后备考营收7.35亿元，增幅75.31%，净利润-1.00 亿元，降幅4.52%；2025年1-9月备考营收5.76亿元，增幅83.05%，净利润4334.04万元，增幅3.21%。从 短期看，每股收益或有波动，从长期看能提升竞争力与盈利能力。公司将采取整合标的公司等措施填补 回报，相关方已出具承诺。 ...

概伦电子公告称，拟通过发行股份及支付现金方式，购买成都锐成芯微科技股份有限公司100%股权及 纳能微电子（成都）股份有限公司45.64%股权，并募集配套资金。公司第二届董事会第十八次会议审 议通过相关议案，会同中介机构更新财务数据，对重组报告书草案进行补充修订，涉及目录、释义、重 大事项提示等多个章节。 ...

Core Viewpoint - The semiconductor sector has emerged as one of the most dynamic segments in the A-share market since 2025, driven by surging AI computing demand, accelerated domestic supply chain autonomy, and a global semiconductor cycle recovery, marking a critical window for high-quality development in China's semiconductor industry [2]. Group 1: Market Performance - The semiconductor sector's structure in 2025 shows that the midstream and upstream segments are leading, with the Semiconductor Equipment Index rising approximately 47% and the National Gold Semiconductor Equipment 20 Index increasing by about 62%, reflecting strong market expectations for domestic semiconductor equipment replacement [3]. - The digital chip design sector also performed well, with the Shenwan Digital Chip Design Index increasing by around 56%, serving as a core driver for the sector's upward movement [3]. Group 2: Individual Company Performance - Companies focusing on core technology breakthroughs, such as Saiwei Electronics and Chipone Technology, achieved over 180% growth, indicating sustained market optimism in areas like analog chips, IP licensing, and consumer-grade storage [4]. - In terms of trading activity, companies like Cambrian-U, SMIC, and Haiguang Information dominated the market with a combined trading volume exceeding 4.1 trillion yuan, highlighting institutional and market interest in domestic AI chips and advanced manufacturing processes [4]. Group 3: Semiconductor Company Value Rankings - The "2025 China Semiconductor Listed Company Value List" was released, ranking companies based on a comprehensive study of 181 listed firms, focusing on research innovation, financial health, growth potential, and market performance [5]. - The report indicates that companies like Haiguang Information, Cambrian, and others are leading in investment value, showcasing the sector's potential [5]. Group 4: Detailed Analysis of Semiconductor Companies - The analysis of 181 listed semiconductor companies revealed that firms like Haiguang Information, Zhongwei Company, and Guoli Microelectronics are in the high-scoring group for research innovation, indicating significant breakthroughs in key technology areas such as CPU/GPU, EDA, and etching equipment [10]. - Financial health scores for companies like SMIC and Cambrian reflect stable business models and strong cash flow, essential for maintaining strategic resilience amid increasing industry competition [11]. - Companies such as Cambrian and Guoli Microelectronics show strong growth potential, indicating that sectors like AI chips and EDA are becoming focal points for capital and capacity deployment [11]. Group 5: Sector Performance Comparison - The semiconductor sector has demonstrated the strongest overall competitiveness, with an average score leading all segments, while the hardware equipment sector follows closely due to China's robust supply chain and production capabilities [16]. - The semiconductor industry, supported by policy and capital, exhibits the highest comprehensive value creation potential among various sectors [17].

Group 1 - The computer industry is showing signs of improvement in both revenue and profit for 2025, with software business revenue reaching 11.11 trillion yuan, a year-on-year increase of 13.0% [11][13] - The overall revenue for the computer industry in the first three quarters of 2025 is 1.51 trillion yuan, with a growth rate of 10.1% after excluding the high proportion of Industrial Fulian [13][16] - The net profit for the industry in the first three quarters of 2025 is 184 billion yuan, reflecting a year-on-year increase of 57.4% [16] Group 2 - The "14th Five-Year Plan" emphasizes self-sufficiency in key areas such as integrated circuits and basic software, with increased government procurement for domestic innovation [25][26] - The EDA sector has become a focal point of U.S. export controls, accelerating the demand for domestic alternatives [29][30] - The release of HarmonyOS 6 marks a significant milestone for Huawei, with terminal numbers surpassing 23 million, indicating a strong growth trajectory for domestic operating systems [38][41] Group 3 - The AI and computing concepts have shown significant growth, with the AI computing demand driving the "East Data West Computing" concept to rise by 146.8% in 2025 [20][21] - The overall valuation of the computer industry is above historical averages, with a TTM valuation of 55.33 times as of November 27, 2025 [21][24] - Domestic AI chip manufacturers are experiencing accelerated growth, with companies like Cambrian and Haiguang reporting substantial revenue increases [48][49] Group 4 - The integration of AI applications is expected to enhance the competitive advantage of integrated AI manufacturers, with DeepSeek collaborating with domestic chip manufacturers to optimize performance [4][4] - The demand for AI servers is increasing, requiring manufacturers to enhance their overall system design capabilities [3][3] - The trend towards liquid cooling technology is becoming mainstream as AI chip performance continues to improve [3][3]

Core Viewpoint - The announcement details the shareholding changes of major shareholders in Shanghai Gaolun Electronics Co., Ltd., specifically regarding the reduction of shares by over 5% shareholders and their concerted actions [1][7]. Shareholder Holdings Overview - Before the reduction plan, major shareholders included: - Jinqiu Investment held 25,405,813 shares (5.84%) - Jiacheng Investment held 7,895,794 shares (1.81%) - Jinggangshan JY Investment held 6,963,035 shares (1.60%) - Ruiqing Investment held 4,642,023 shares (1.07%) - Guoxing Tongying held 1,953,827 shares (0.45%) - Together, these shareholders held a total of 46,860,492 shares, representing 10.77% of the total share capital [2]. Reduction Plan Implementation Results - The reduction plan announced on July 31, 2025, allowed for a maximum reduction of 13,055,335 shares (3% of total share capital) within 90 days, with specific limits for different methods of sale [3]. Actual Reduction Results - From August 22 to November 19, 2025, the following reductions occurred: - Jinqiu Investment: 6,989,331 shares - Jiacheng Investment: 2,346,412 shares - Jinggangshan JY Investment: 1,650,307 shares - Ruiqing Investment: 929,471 shares - Guoxing Tongying: 371,856 shares - In total, 12,287,377 shares were reduced, accounting for 2.82% of the total share capital [4]. Equity Change Details - Between October 25 and November 19, 2025, an additional 4,525,000 shares were reduced, bringing the total holdings of these shareholders down from 39,098,115 shares (8.98%) to 34,573,115 shares (7.94%) [5][6]. Compliance with Reduction Plan - The actual reductions were consistent with the previously disclosed reduction plan, and the shareholders did not exceed the planned reduction amounts [6]. - The reduction did not trigger a mandatory tender offer and did not affect the control structure of the company [7].

Core Points - On November 19, 2023, Gaolun Electronics executed 9 block trades totaling 1.203 million shares, with a transaction value of 36.09 million yuan, at a price of 30.00 yuan, representing a discount of 13.62% compared to the closing price of the day [2][3] - Over the past three months, Gaolun Electronics has recorded a total of 72 block trades, amounting to 249 million yuan [2] - The closing price of Gaolun Electronics on the same day was 34.73 yuan, reflecting a decrease of 0.88%, with a turnover rate of 1.60% and a total trading volume of 246 million yuan [2] - The net inflow of main funds for the day was 7.82 million yuan, and over the past five days, the stock has increased by 2.81% with a total net inflow of 52.4 million yuan [2] - The latest margin financing balance for Gaolun Electronics is 358 million yuan, which has increased by 48.04 million yuan over the past five days, marking a growth of 15.51% [2] - Gaolun Electronics was established on March 18, 2010, with a registered capital of 4.35177853 billion yuan [2]

Core Viewpoint - The company, GeLong Electronics (688206.SH), announced a share reduction by major shareholders due to personal funding needs, affecting approximately 1.04% of the total share capital [1] Shareholder Actions - From October 25, 2025, to November 19, 2025, major shareholders including JinQiu Investment, JiaCheng Investment, JingYuan Investment, RuiCheng Investment, and GuoXing TongYing collectively reduced their holdings by 4,525,000 shares [1] - Following this reduction, JinQiu Investment and its concerted parties hold a total of 34,573,115 shares, decreasing their ownership percentage from 8.98% to 7.94% [1] Impact on Company - The share reduction was executed at market prices and does not trigger a mandatory bid, ensuring that there will be no change in the controlling shareholder or actual controller of the company [1] - The reduction is not expected to have a significant impact on the company's governance structure or ongoing operations [1]

证券代码：688206 证券简称：概伦电子 公告编号：2025-070 上海概伦电子股份有限公司 关于 5%以上股东及其一致行动人权益变动触及 1%刻度暨减持股份结果公告 本公司董事会、全体董事及相关股东保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律 责任。 重要内容提示： 大股东持股基本情况 在本次减持计划前，共青城金秋股权投资管理合伙企业（有限合伙）（以下 简称"金秋投资"）持有上海概伦电子股份有限公司（以下简称"公司"）股份 25,405,813 股，占公司总股本的 5.84%；共青城嘉橙股权投资合伙企业（有限 合伙）（以下简称"嘉橙投资"）持有公司股份 7,895,794 股，占公司总股本的 1.81%；井冈山静远股权投资合伙企业（有限合伙）（以下简称"静远投资"）持 有公司股份 6,963,035 股，占公司总股本的 1.60%；共青城睿橙股权投资合伙 企业（有限合伙）（以下简称"睿橙投资"）持有公司股份 4,642,023 股，占公 司总股本的 1.07%；株洲市国兴同赢创业投资合伙企业（有限合伙）（以下简称 "国兴同赢"）持有公司股份 ...

Summary of Key Points - The core point of the article is that Jialun Electronics has completed its share reduction plan, decreasing its holdings from 46.86 million shares (10.77%) to 34.57 million shares (7.94%) [1] Group 1: Share Reduction Details - The reduction period was from August 22, 2025, to November 19, 2025 [1] - The planned reduction included a maximum of 4.35 million shares through competitive bidding and 8.70 million shares through block trading, totaling up to 13.05 million shares (3%) [1] - A cumulative reduction of 12.29 million shares was achieved, accounting for 2.82% of total shares, with 4.525 million shares reduced from October 25 to November 19, representing 1.04% [1]