北京市金杜律师事务所上海分所 关于 合肥晶合集成电路股份有限公司 2025 年限制性股票激励计划预留授予、2023 年限制性股票激励计划 首次授予部分第一期归属条件成就及部分限制性股票作废相关事项 的 法律意见书 二〇二五年十月 致：合肥晶合集成电路股份有限公司 北京市金杜律师事务所上海分所（以下简称"金杜"或"本所"）受合肥晶合集 成电路股份有限公司（以下简称"公司"或"晶合集成"）委托，作为公司实施 2023 年限制性股票激励计划（以下简称"2023 激励计划"，《合肥晶合集成电路股份有限 公司 2023 年限制性股票激励计划》简称"《2023 激励计划》"）及 2025 年限制性股 票激励计划（以下简称"2025 激励计划"，《合肥晶合集成电路股份有限公司 2025 年限制性股票激励计划》简称"《2025 激励计划》"）的专项法律顾问，根据《中华 人民共和国公司法（2023 修订）》（以下简称"《公司法》"）、《中华人民共和国 证券法（2019 修订）》（以下简称"《证券法》"）、《上市公司股权激励管理办法 （2025 修正）》（以下简称"《管理办法》"）1、《上海证券交易所科创板股票上市 规则》（以下 ...

Group 1 - The core point of the article is that Jinghe Integrated Circuit (SH 688249) announced the convening of its 27th board meeting on October 29, 2025, to review the proposal for the third quarter report of 2025 [1] - For the year 2024, the revenue composition of Jinghe Integrated Circuit is 98.6% from integrated circuits and 1.4% from other businesses [1] - As of the report, the market capitalization of Jinghe Integrated Circuit is 72.5 billion yuan [1] Group 2 - The A-share market has surpassed 4000 points, marking a significant resurgence after ten years of stagnation, with technology leading the market transformation [1] - A new "slow bull" market pattern is emerging, indicating a potential shift in market dynamics [1]

Financial Performance - The company's operating revenue for the third quarter reached ¥2,931,263,551.46, representing a year-on-year increase of 23.30%[3] - The total profit for the quarter was ¥163,496,331.51, reflecting a significant increase of 61.36% compared to the same period last year[3] - Net profit attributable to shareholders was ¥218,041,780.18, marking a substantial growth of 137.18% year-on-year[3] - The basic and diluted earnings per share for the quarter were both ¥0.11, representing a 120.00% increase compared to the same period last year[3] - Total operating revenue for the first three quarters of 2025 reached ¥8,129,718,254.80, an increase of 20% compared to ¥6,775,051,745.81 in the same period of 2024[21] - Operating profit for the first three quarters of 2025 was ¥393,774,034.66, compared to ¥297,286,335.20 in 2024, indicating a year-over-year increase of about 32.4%[22] - Net profit for the first three quarters of 2025 was ¥395,495,931.88, a significant rise from ¥296,166,923.41 in 2024, representing an increase of approximately 33.5%[22] - The total comprehensive income attributable to the parent company was CNY 673,209,611.10, significantly higher than CNY 271,690,534.20 from the previous year, marking an increase of about 147%[23] - The company reported a basic and diluted earnings per share of CNY 0.28, doubling from CNY 0.14 in the same period last year[23] Research and Development - R&D expenditure for the quarter was ¥384,108,956.27, accounting for 13.10% of operating revenue, a slight decrease of 0.26 percentage points year-on-year[4] - Research and development expenses for the first three quarters of 2025 were ¥1,078,929,118.30, compared to ¥931,874,861.64 in 2024, marking an increase of approximately 15.8%[22] Assets and Liabilities - The company's total assets increased by 3.60% to ¥52,213,894,192.35 compared to the end of the previous year[4] - Total assets amounted to ¥52,213,894,192.35 as of September 30, 2025, compared to ¥50,398,579,443.20 at the end of 2024, reflecting a growth of about 3.6%[19] - Total liabilities were reported at ¥25,754,881,957.48 as of September 30, 2025, compared to ¥24,309,611,964.85 at the end of 2024, indicating an increase of approximately 6%[20] Cash Flow - The net cash flow from operating activities for the year-to-date period was ¥2,674,315,807.26, up 35.99% year-on-year[4] - The company reported a net cash flow from operating activities of CNY 2,674,315,807.26 for the first three quarters of 2025, an increase of 36% compared to CNY 1,966,601,947.78 in the same period of 2024[26] - The net cash flow from investing activities was CNY -7,893,949,148.09, a slight improvement from CNY -8,892,902,580.93 in the previous year[27] - The company raised CNY 4,358,600,000.00 from financing activities, a decrease from CNY 15,506,526,915.96 in the same period last year[27] - The company experienced a negative impact of CNY -10,430,132.48 from foreign exchange fluctuations on cash and cash equivalents[27] Shareholder Information - The total number of common shareholders at the end of the reporting period is 59,700[11] - The largest shareholder, Hefei Construction Investment Holding Group Co., Ltd., holds 468,474,592 shares, accounting for 23.35% of the total shares[11] - The second-largest shareholder, Hefei Chip Screen Industry Investment Fund, holds 328,736,799 shares, representing 16.39%[11] - The company has a repurchase account holding 62,088,500 shares, which is 3.09% of the total share capital[12] Stock Incentive Plans - The company plans to grant 2,700,000 restricted stock units at a price of RMB 12.00 per share to 60 incentive objects on October 29, 2025[13] - The first vesting condition for the 2023 restricted stock incentive plan has been achieved, allowing 1,462,540 shares to be vested[14] - The company has approved the cancellation of 6,443,198 unvested restricted stock units from the 2023 incentive plan[15] - The company is focused on expanding its market presence and enhancing shareholder value through strategic stock incentive plans[13] - The company remains committed to transparency and has disclosed all relevant information regarding its stock incentive plans and shareholder structure[12] Other Information - The company has not reported any changes in the lending of shares by major shareholders due to transfer and financing activities[13] - The company has not adopted new accounting standards or interpretations that would affect the financial statements for the year[28]

Key Points - The report highlights a selection of stocks for October, including companies such as China Southern Airlines (600029.SH) and Contemporary Amperex Technology Co., Ltd. (300750.SZ) [1] - The macroeconomic analysis emphasizes the importance of the "14th Five-Year Plan" period for China's reform and innovation, indicating that it is a critical time for achieving significant progress towards socialist modernization [5] - The fixed income section discusses the recent fluctuations in the bond market, noting that the central bank's actions to pause and then resume government bond trading reflect its intention to stabilize yields [6][7] - The report provides an overview of market indices, showing slight declines in major indices such as the Shanghai Composite Index, which closed at 3988.22, down 0.22% [3] - Industry performance data indicates that the comprehensive index rose by 2.06%, while sectors like non-ferrous metals and beauty care saw declines of 2.72% and 1.51%, respectively [4]

Core Viewpoint - The trend of A-share listed companies purchasing bank wealth management products is declining, with a total subscription amount of 839.976 billion yuan, down 14.32% year-on-year, as companies shift focus towards core business operations and stock market investments [1][2]. Group 1: Wealth Management Product Subscription Trends - As of October 22, 2023, 1,112 A-share listed companies subscribed to 13,300 wealth management products, with a total subscription amount of 839.976 billion yuan, reflecting a year-on-year decline of 14.32% [1]. - Among the purchased bank wealth management products, structured deposits are the preferred choice, with a subscription amount of 508.203 billion yuan, accounting for 60.5% of the total, although this represents an 18.93% year-on-year decline [1]. - The subscription amount for bank wealth management products reached 87.026 billion yuan, making up 10.36% of the total, with a year-on-year decrease of 2.96% [1]. Group 2: Reasons for Decline in Bank Wealth Management Purchases - The decline in the scale of bank wealth management product purchases is attributed to three main factors: companies responding to regulatory calls to allocate funds towards core operations, cash dividends, and share buybacks; a general decrease in the yield of wealth management products due to falling market interest rates; and a favorable stock market encouraging direct stock investments [2]. - In the first half of the year, 788 listed companies engaged in securities investments, holding a total of 2,921 securities with an investment amount of 1.4 trillion yuan, significantly exceeding the amount invested in wealth management products [2]. Group 3: Rise in Securities Firm Wealth Management Product Purchases - Despite the overall decline in wealth management product purchases, the scale of securities firm wealth management product subscriptions has increased, with 244 listed companies purchasing a total of 56.159 billion yuan, marking an 8.1% year-on-year growth [2][3]. - Among the companies purchasing securities firm wealth management products, 115 companies subscribed for amounts exceeding 100 million yuan, with Jiangsu Guotai leading at 6.091 billion yuan [3]. Group 4: Factors Driving the Shift to Securities Firm Products - The increase in securities firm wealth management product subscriptions is driven by a relatively small base, allowing for noticeable growth with minimal fund shifts from bank products [3]. - Companies are attracted to securities firm products due to their professional investment capabilities, especially in a favorable stock market environment, which enhances the perceived potential for higher returns compared to bank products [3][4]. - The safety of securities firm wealth management products is comparable to that of bank products, as they are regulated by the China Securities Regulatory Commission, reducing concerns about potential losses [4].

Market Performance - The Anhui state-owned enterprise reform sector rose by 1.73% compared to the previous trading day, with Waneng Electric Power leading the gains [1] - The Shanghai Composite Index closed at 3996.94, up 1.18%, while the Shenzhen Component Index closed at 13489.4, up 1.51% [1] Key Stocks in Anhui State-Owned Enterprise Reform Sector - Waneng Electric Power (000543) closed at 8.65, up 10.05%, with a trading volume of 1.0268 million shares and a transaction value of 870 million [1] - Anhui Heli (600761) closed at 21.76, up 6.41%, with a trading volume of 295,300 shares and a transaction value of 634 million [1] - Tongguan Copper Foil (301217) closed at 32.10, up 6.05%, with a trading volume of 510,300 shares and a transaction value of 1.626 billion [1] - Jianghuai Automobile (600418) closed at 52.79, up 5.01%, with a trading volume of 721,100 shares and a transaction value of 3.777 billion [1] - Tongling Nonferrous Metals (000630) closed at 5.86, up 2.81%, with a trading volume of 3.9126 million shares and a transaction value of 2.299 billion [1] Capital Flow Analysis - The Anhui state-owned enterprise reform sector saw a net inflow of 156 million from main funds, while speculative funds experienced a net outflow of 231 million [2] - Retail investors contributed a net inflow of 74.36 million [2] Individual Stock Capital Flow - Jinghe Integrated (688249) had a main fund net inflow of 242 million, but a speculative fund net outflow of 42.99 million [3] - Jianghuai Automobile (600418) saw a main fund net inflow of 160 million, with a speculative fund net outflow of 166 million [3] - Waneng Electric Power (000543) experienced a main fund net inflow of 64.71 million, while speculative funds had a net outflow of 57.96 million [3]

Group 1: Key Insights from the Report - The report highlights a focus on advanced manufacturing and new productive forces as key areas for future economic development, emphasizing the importance of solidifying the foundation and comprehensive efforts [5][6] - The report indicates that the A-share market is expected to transition from policy support to structural upgrades, driven by the outcomes of the 20th Central Committee's Fourth Plenary Session [8][9] - The report notes that the leading company, Ningde Times, achieved a profit of 49.034 billion yuan in the first three quarters of 2025, representing a year-on-year growth of 36.20%, indicating strong performance and a solid industry position [12][13] Group 2: Industry Performance - The report provides an overview of market indices, with the Shanghai Composite Index closing at 3950.31, reflecting a 0.71% increase, while the Shenzhen Component Index rose by 2.02% [3] - The report details the performance of various industry sectors, with the telecommunications sector leading with a 4.73% increase, while the oil and petrochemical sector experienced a decline of 1.36% [4] - The report emphasizes the importance of new energy, advanced manufacturing, and digital infrastructure as key beneficiaries of the upcoming "15th Five-Year Plan," indicating a shift towards innovation-driven growth [9][10]

Group 1 - The A-share market saw a collective rise in the three major indices, with the Shanghai Composite Index increasing by 0.32%. Key sectors that performed well included semiconductors, electronic components, and aerospace defense, while gas and coal sectors experienced declines [1] - The Consumer Electronics ETF (159732) rose by 3.11%, with significant gains from constituent stocks such as Huida Technology (up 10.00%), Baiwei Storage (up 9.65%), and Jinghe Integration (up 6.46%) [1] Group 2 - Apple plans to launch an AI glasses product by the end of 2026 to compete with Meta's Ray-Ban smart glasses, featuring built-in camera, speakers, and microphone, along with Apple's new self-developed chip [3] - The new glasses will support environmental perception and image recognition, expanding Apple's AI ecosystem [3] - Huaxin Securities anticipates a new cycle of prosperity for the Apple supply chain, driven by the unexpected sales of the iPhone 17 series and upcoming new products in 2026-2027, maintaining a "recommended" rating for the consumer electronics industry [3] - The Consumer Electronics ETF (159732) tracks the Guozheng Consumer Electronics Index, investing in 50 A-share listed companies involved in the consumer electronics industry, primarily in electronic manufacturing, semiconductors, and optical electronics [3]

Core Viewpoint - The storage chip market is entering a "super cycle," with major suppliers like Samsung and SK Hynix planning to raise prices by up to 30% in Q4 2023 to meet the surging demand driven by AI applications [1] Group 1: Market Dynamics - The price increase in storage chips, including DRAM and NAND, is expected to improve profit forecasts for related companies in the A-share market, leading to rising stock prices [1] - Major international manufacturers are shifting production capacity from mature processes like DDR4 to high-value areas such as HBM, creating a significant supply gap in the global market [1] - Domestic storage chip companies are positioned to benefit from this overflow demand [1] Group 2: Policy and Technological Context - The 14th Five-Year Plan emphasizes high-quality development and significant improvements in technological self-reliance, aiming to accelerate original innovation and tackle key core technologies [1] - The AI industry is currently experiencing a three-dimensional resonance of policy, technology, and demand, supported by top-down policy empowerment and potential funding [1] - The performance of domestic chip and cloud computing leaders is gradually validating their market positions, with ongoing capital expenditures from major firms enhancing industry development certainty [1] Group 3: ETF Performance and Market Trends - The Sci-Tech Innovation Board ETFs, particularly those focused on semiconductor sectors, have shown strong performance, with significant increases in share prices and fund inflows [2][3] - The Sci-Tech 50 ETF saw a 2.80% increase, with semiconductor stocks like Shengyi Electronics and Baiwei Storage leading the gains [2] - The overall sentiment in the AI sector remains positive, with expectations of continued growth and resilience in technology investments [3]

Core Viewpoint - The A-share semiconductor sector has experienced a significant rally, with multiple stocks reaching their daily limit up or showing substantial gains [1] Group 1: Stock Performance - Purun Co., Ltd. hit the daily limit up of 20% [1] - Shenkong Co., Ltd. increased by over 11% [1] - Huahong Technology rose by over 10% [1] - Huiding Technology reached a daily limit up of 10% [1] - Mingwei Electronics gained 9% [1] - Lianyun Technology, Jucheng Co., Ltd., and Xinxiangwei increased by over 8% [1] - Baiwei Storage and Galaxy Microelectronics rose by over 7% [1] - Beijing Junzheng and Huahai Chengke increased by over 6% [1] - Jinghe Integration, Weicet Technology, Hengsuo Co., Ltd., Jingyi Equipment, and Lanke Technology rose by over 5% [1]