国浩律师（上海）事务所 上海市山西北路 99 号苏河湾中心 25-28 楼 邮编：200085 电话: （8621） 5234-1668 传真: （8621） 5243-3320 网址：http://www.grandall.com.cn 关于 山东天岳先进科技股份有限公司 2024 年年度股东大会 之 法律意见书 国浩律师（上海）事务所 股东大会法律意见书 国浩律师（上海）事务所 关于山东天岳先进科技股份有限公司 2024 年年度股东大会之法律意见书 致：山东天岳先进科技股份有限公司 山东天岳先进科技股份有限公司（以下简称"公司"）2024 年年度股东大 会（以下简称"本次股东大会"）现场会议于 2025 年 5 月 16 日（星期五）下午 14:30 在山东省济南市槐荫区天岳南路 99 号天岳先进公司会议室召开。国浩律师 （上海）事务所（以下简称"本所"）接受公司的委托，指派陈杰律师、李晗律 师（以下简称"本所律师"）出席本次股东大会现场会议并见证。现依据《中华 人民共和国公司法》《中华人民共和国证券法》和《山东天岳先进科技股份有限 公司章程》（以下简称"《公司章程》"）出具本法律意见书。 本所律师按照有 ...

Core Insights - Jinan is focusing on building a modern industrial system characterized by "four beams, three supports, and four pillars," which includes key industries such as automotive manufacturing, electronic information, high-end equipment, and biomedicine [1][13] - The city aims to cultivate ten iconic industrial clusters, forming a "10+N" industrial matrix, and is prioritizing emerging fields like artificial intelligence, quantum technology, and low-altitude economy [1][13] - Jinan's economic performance is projected to improve, with a GDP of 13,527.6 billion yuan in 2024, reflecting a 5.4% year-on-year growth [3] Industrial Structure and Economic Performance - Jinan's industrial structure is evolving, with the primary industry contributing 440.0 billion yuan (3.6% growth), the secondary industry at 4,519.2 billion yuan (5.8% growth), and the tertiary industry at 8,568.4 billion yuan (5.2% growth), leading to a service-oriented economy [3][5] - The city has implemented over 2,000 industrial investment projects, with a focus on automotive manufacturing and electronic information, resulting in a 6.5% increase in industrial output value for 2024 [5] Innovation and Technology Development - Jinan is enhancing its innovation capabilities, with 1,189 new innovative SMEs and 720 specialized and innovative enterprises established in 2024 [7][8] - The city has made significant progress in building high-energy innovation platforms, including the Chinese Academy of Sciences Jinan Innovation City and the Shandong Institute of Industrial Technology [7] New Quality Productive Forces - The concept of "New Quality Productive Forces" was introduced by President Xi Jinping, emphasizing innovation-driven development and advanced production characteristics [2][10] - Jinan's government has launched several policies to support the development of new quality productive forces, including action plans for aerospace information and innovative pharmaceuticals [10][11] Future Industry Layout - Jinan is actively positioning itself in future industries, particularly in aerospace information, low-altitude economy, and quantum technology, with plans for significant infrastructure development [28] - The city aims to create a national-level future industry innovation demonstration zone, focusing on high-tech sectors and sustainable development [28] Key Enterprises and Sectors - Major companies in Jinan include Inspur Group in information technology, Qilu Pharmaceutical in biomedicine, and China National Heavy Duty Truck Group in high-end equipment manufacturing [20][21] - The automotive sector is represented by companies like BYD and Geely, which are driving the growth of the new energy vehicle industry in the region [20][21]

Core Viewpoint - Tianyue Advanced achieved significant revenue growth and profitability in 2024, with a revenue of 1.768 billion yuan, a year-on-year increase of 41.37%, and a net profit of 179 million yuan, marking a turnaround from losses [2]. Industry Overview - The silicon carbide substrate market in China has experienced notable price adjustments since 2024, particularly with a decline in the price of 6-inch substrates. The market is characterized by competition primarily in industrial-grade substrates, while automotive-grade substrates remain in high demand due to stringent reliability and safety requirements [3]. - Tianyue Advanced is the second-largest manufacturer of conductive silicon carbide substrates globally, holding a market share of 22.80% [3]. Product Development - The company is focusing on large-size silicon carbide substrates, having upgraded its production from 2-inch to 8-inch substrates and planning to launch the industry's first 12-inch substrate in 2024. This transition is seen as a necessary evolution similar to the shift from 6-inch to 12-inch silicon wafers [4]. - The demand for silicon carbide materials is expected to surge as cost-effectiveness improves, with large-size substrates playing a crucial role in achieving this goal [4]. Research and Development - In Q1 2025, Tianyue Advanced's R&D expenses reached 44.94 million yuan, a 101.67% increase year-on-year, representing 11.02% of its revenue. This increase is attributed to investments in strategic products, particularly optical products for AI glasses [5]. - The company is actively investing in the optical substrate sector for AI glasses, which is anticipated to revolutionize consumer electronics by enhancing human-computer interaction [6]. Market Trends - The application of silicon carbide in the electric vehicle sector has been growing rapidly, with a compound annual growth rate (CAGR) of 66.7% from 2019 to 2023. The electric vehicle market is projected to maintain a CAGR of 36.1% from 2024 to 2030, driving the growth of silicon carbide power semiconductor devices [7]. - Tianyue Advanced's production capacity is expanding, with its Shanghai Lingang factory achieving an annual production capacity of 300,000 conductive substrates ahead of schedule in 2024 [8]. Strategic Expansion - The company plans to use funds from its upcoming Hong Kong IPO to expand its production capacity for 8-inch and larger silicon carbide substrates, including domestic and overseas production bases [8]. - Despite concerns about potential overcapacity in the silicon carbide industry, Tianyue Advanced believes that the high technical barriers will prevent a scenario similar to that of the photovoltaic industry [8][9].

Investment Rating - The report maintains an "Accumulate-A" rating for the company [4][7]. Core Views - The company reported a revenue of 408 million yuan in Q1 2025, a decrease of 4.25% year-on-year, with a net profit attributable to the parent company of 9 million yuan, down 81.52% [4]. - Despite the decline in performance, the overall gross margin improved to 23.95%, an increase of 2.03 percentage points year-on-year, indicating a focus on core business and optimization of product structure [4][5]. - The company is actively expanding its production capacity and exploring applications of silicon carbide materials in the AI glasses sector, with a significant revenue contribution from its main business [5][6]. Financial Performance - The company achieved a revenue of 1.251 billion yuan in 2023, with a year-on-year growth of 199.9%, and is projected to reach 2.328 billion yuan in 2025, reflecting a growth rate of 31.7% [10]. - The net profit for 2023 was -46 million yuan, but it is expected to turn positive with 264 million yuan in 2025, showing a significant recovery [10]. - The gross margin is projected to improve from 15.8% in 2023 to 27.8% in 2025, indicating better cost management and product pricing strategies [10]. Market Position - The company ranks second globally in the production of conductive silicon carbide substrates, holding a market share of 22.80% [6]. - It is one of the few companies capable of mass-producing 8-inch silicon carbide substrates, which positions it favorably in the market as the industry shifts towards larger substrate sizes [6][7].

Investment Rating - The report maintains an "Accumulate-A" rating for Tianyue Advanced (688234.SH) [4] Core Views - The company is expected to achieve revenue of 2.328 billion, 2.896 billion, and 3.487 billion yuan for the years 2025, 2026, and 2027 respectively, with corresponding net profits of 264 million, 323 million, and 394 million yuan [4] - The earnings per share (EPS) are projected to be 0.62, 0.75, and 0.92 yuan for the same years, leading to price-to-earnings (PE) ratios of 95.8X, 78.4X, and 64.3X respectively based on the closing price of 58.92 yuan on May 12 [4] - The company is focusing on enhancing its core product capacity and exploring new applications in the AI glasses sector, which could further expand its market [6][8] Financial Performance - In Q1 2025, the company reported a revenue of 408 million yuan, a decrease of 4.25% year-on-year, and a net profit of 9 million yuan, down 81.52% year-on-year [5] - The overall gross margin for Q1 2025 was 23.95%, an increase of 2.03 percentage points year-on-year, despite the decline in net profit [5] - The company’s main business, silicon carbide semiconductor materials, achieved a revenue of 1.474 billion yuan in 2024, representing a year-on-year growth of 35.72% [6] Market Position - Tianyue Advanced is one of the few companies globally capable of mass-producing 8-inch silicon carbide substrates, holding a market share of 22.80% in this segment [7] - The company is actively pushing its leading customers to transition to 8-inch substrates and has introduced the industry's first 12-inch silicon carbide substrate [7]

Group 1 - The global N-type SiC substrate industry revenue is expected to decline by 9% in 2024, reaching $1.04 billion due to weakened automotive and industrial demand, increased market competition, and significant price drops [1] - Despite facing dual pressures of weak demand and oversupply in 2025, the long-term growth trend for SiC remains unchanged, with broader applications anticipated, especially in the industrial sector [1] - The intense market competition is expected to accelerate industry consolidation, reshaping the development landscape of the SiC substrate market [1] Group 2 - Wolfspeed maintains its position as the leading supplier in the SiC materials market with a market share of 33.7% in 2024, despite operational challenges [4] - Chinese companies TanKeBlue and SICC are rapidly developing, with market shares of 17.3% and 17.1%, respectively, ranking second and third [4] - The 6-inch SiC substrate is expected to continue dominating the market due to rapid price declines, while the 8-inch substrate is seen as essential for further cost reduction and technology upgrades, with an estimated market share of over 20% by 2030 [4]

山东天岳先进科技股份有限公司 （山东省济南市槐荫区天岳南路 99 号） （证券代码：688234 证券简称：天岳先进） 2024 年年度股东大会 会议资料 二〇二五年五月 | | | 2024 年年度股东大会会议须知 根据《公司法》《证券法》以及《公司章程》《股东大会议事规则》等相关规 定，为维护股东合法利益，确保股东会议的正常秩序和议事效率，山东天岳先进 科技股份有限公司（以下简称"公司"）特制定会议须知如下，请出席股东大会 的全体人员共同遵守： 1、为保证本次大会的严肃性和正常秩序，切实维护与会股东（或股东代理 人）的合法权益，除出席会议的股东（或股东代理人）、公司董事、监事、高级 管理人员、见证律师及董事会邀请的人员外，公司有权依法拒绝其他无关人员进 入会场。 5、要求发言的股东及股东代理人，应提前在股东大会签到处进行登记，会 议进行中只接受股东及股东代理人发言或提问，股东现场提问请举手示意，经会 议主持人许可方可发言。有多名股东及股东代理人同时要求发言时，先举手者发 言；不能确定先后时，由主持人指定发言者。股东及股东代理人发言或提问应围 绕本次会议议题进行，简明扼要，时间不超过 5 分钟。 6、股东及 ...

证券代码：688234 证券简称：天岳先进 公告编号：2025-039 山东天岳先进科技股份有限公司 关于召开 2024 年度暨 2025 年第一季度中英双语 业绩说明会的公告 本公司董事会及全体董事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： 会议线上交流时间：2025 年 5 月 12 日（星期一）下午 14:00-16:00 会议召开方式：直播及线上文字互动 直播和线上文字互动平台：上海证券交易所上证路演中心（此链接将于 活 动 开 始 前 一 天 下 午 16:00 生 效 ） （https://roadshow.sseinfo.com/activityDetails/33573） 投资者可于 2025 年 5 月 9 日（星期五）下午 16:00 前通过邮件、电话、 传真等形式将需要了解和关注的问题提前提供给山东天岳先进科技股份有限公 司（以下简称"公司"），公司将在业绩说明会中对投资者普遍关注的问题进行回 答。 本次中英双语业绩说明会拟邀请全球投资者参与，将同步提供实时中英 文字幕翻译服务。 公司已于 2025 年 ...

Market Overview - The main board saw significant gains with notable stocks such as Hubei Broadcasting (+10.04%), Tongding Internet (+10.02%), and Shanghai Film (+10.01%) leading the charge [1] - The ChiNext board also performed well, highlighted by Everbright Tongchuang (+20.01%) and Creative Information (+19.93%) [1] - The Sci-Tech Innovation board was led by Dekeli (+15.41%) and Lingzhi Software (+14.46%) [1] - Active sub-industries included SW Communication Application Value-Added Services (+3.09%) and SW Horizontal General Software (+3.01%) [1] Domestic News - Tianyue Advanced is expanding its production capacity for silicon carbide single crystal with a project to produce 500 tons annually, aiming for equipment installation by May 2025 and trial production by June [1] - Saizhuo Electronics has officially launched a vehicle-grade semiconductor packaging project with a total investment of 500 million, enhancing its strategic positioning in the vehicle-grade integrated circuit sector [1] - TSMC has commenced construction of its third semiconductor factory in Phoenix, Arizona, with completion expected between 2028 and 2030, utilizing advanced 2nm and 1.6nm process technologies [1] - Jinghe Integrated reported an increase in revenue from 55nm products, driven by higher shipments of DDIC/CIS products, with automotive chip development progressing smoothly [1] Company Announcements - Shen Si Electronics announced receipt of government subsidies amounting to 1.821 million yuan, representing 11.17% of its latest audited net profit attributable to shareholders [3] - Jiangbolong disclosed a plan for a major shareholder to reduce holdings by up to 4.16 million shares, accounting for 1.00% of total share capital, between May and August 2025 [3] - Tongguan Copper Foil reported a share buyback of 3,800 shares, representing 0.00046% of total share capital, with a total transaction amount of 37,976 yuan [3] - Huada Jiutian is progressing with a major asset restructuring, with ongoing audits and due diligence [3] Overseas News - Current global tariff rates, if unchanged, are expected to increase Apple's costs by $900 million for the quarter ending June [4] - Samsung Electronics is in discussions with Nvidia, Broadcom, and Google to develop custom 6th generation high bandwidth memory (HBM4), with deliveries anticipated as early as next year [4] - Samsung has confirmed plans to introduce vertical channel transistor (VCT) technology after the 7th generation 10nm DRAM process, with products expected in 2 to 3 years [4] - In Q1 2025, the global AMOLED smartphone panel market in South Korea accounted for 49.2%, while domestic manufacturers held a 50.8% share, showing resilience despite a year-on-year decline [4]

Investment Rating - The investment rating for the company is "Buy-A" with a six-month target price of 69.82 CNY [4][7]. Core Views - The company has shown consistent revenue growth, achieving 1.768 billion CNY in 2024, a 41.37% increase from 2023, and maintaining a global market share among the top three in conductive silicon carbide substrates [2][3]. - The company is increasing its R&D investment in large-size products, with R&D expenses rising to 0.45 billion CNY in Q1 2025 from 0.22 billion CNY in the same period last year [2]. - The demand for silicon carbide is expected to grow significantly due to its applications in AI data centers and emerging markets like AI glasses, with projections indicating a market size exceeding 800 billion CNY in AI data centers by 2030 [3]. Financial Summary - The company reported a revenue of 4.08 billion CNY in Q1 2025, a decrease of 4.25% year-on-year, and a net profit of 0.09 billion CNY, down 81.52% year-on-year [1]. - Forecasted revenues for 2025, 2026, and 2027 are 2.502 billion CNY, 3.217 billion CNY, and 4.118 billion CNY respectively, with net profits expected to be 0.271 billion CNY, 0.415 billion CNY, and 0.549 billion CNY [4][8]. - The company’s market capitalization is approximately 24.96 billion CNY, with a circulating market value of about 17.45 billion CNY [4].