北京德恒（杭州）律师事务所 关于浙江臻镭科技股份有限公司 2025年第一次临时股东大会的 法律意见书 杭州市上城区新业路 200 号华峰国际商务大厦 10-11 楼 邮编：310016 电话：(+86)0571-86508080 传真：(+86)0571-87357755 北京德恒（杭州）律师事务所 关于浙江臻镭科技股份有限公司 2025 年第一次临时股东大会的法律意见书 北京德恒（杭州）律师事务所 关于浙江臻镭科技股份有限公司 2025年第一次临时股东大会的 法律意见书 德恒【杭】书（2025）第 11013 号 致：浙江臻镭科技股份有限公司 浙江臻镭科技股份有限公司（下称"公司"）2025 年第一次临时股东大会 （下称"本次股东大会"）于 2025 年 11 月 12 日（星期三）14:30 在杭州市西湖 区三墩镇智强路 428 号云创镓谷 7 号楼会议室召开。北京德恒（杭州）律师事务 所（下称"本所"）受公司委托，指派本所律师出席本次股东大会。根据《中华 人民共和国公司法》（下称"《公司法》"）《上市公司股东会规则》（下称"《股 东会规则》"）等相关法律、法规、规范性文件以及《浙江臻镭科技股份有限公 司 ...

Core Viewpoint - Zhenlei Technology's stock price has shown significant growth this year, with an 81.03% increase, despite a recent decline in the last 20 days [1][2] Company Overview - Zhenlei Technology, established on September 11, 2015, and listed on January 27, 2022, is located in Hangzhou, Zhejiang Province. The company specializes in the research, production, and sales of integrated circuit chips and microsystems [1] - The main revenue sources are: power management chips (50.10%), RF transceiver and high-speed high-precision ADC/DAC chips (39.47%), technical services (5.97%), microsystems and modules (2.49%), terminal RF front-end chips (1.93%), and others (0.04%) [1] Financial Performance - For the period from January to September 2025, Zhenlei Technology achieved a revenue of 302 million yuan, representing a year-on-year growth of 65.76%. The net profit attributable to the parent company was 101 million yuan, showing a remarkable increase of 598.09% [2] - Since its A-share listing, the company has distributed a total of 89.06 million yuan in dividends, with 58.75 million yuan distributed over the past three years [3] Shareholder Information - As of September 30, 2025, the number of shareholders increased to 23,600, up by 93.15%. The average number of circulating shares per person decreased by 23.17% to 9,086 shares [2] - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the fourth largest with 5.45 million shares, while Changxin National Defense Military Quantitative Mixed A holds 4.35 million shares, an increase of 2.00 million shares from the previous period [3]

Core Viewpoint - The satellite ETF (159206) has seen significant growth, with a 2.53% increase and notable performance from constituent stocks, indicating a strong interest in the commercial space and satellite communication sectors [3][6]. Fund Performance - The satellite ETF has experienced continuous net inflows over the past week, with a peak single-day net inflow of 72.09 million yuan, totaling 175 million yuan in net inflows, averaging 25.01 million yuan per day [3]. Stock Performance - Key stocks within the satellite ETF include: - Aerospace Hongtu (688066) up 10.81% at 27.79 yuan - Zhenlei Technology (688270) up 8.56% at 67.22 yuan - Aerospace Electronics (600879) up 7.57% at 11.79 yuan - Other notable stocks include Zhongke Xingtou, Guoguang Electric, and China Satellite, all showing positive growth [4]. Industry Developments - On November 2, NVIDIA launched the first H100 GPU into space, establishing the first orbital data center, which utilizes solar energy and reduces carbon emissions by 90%, addressing resource shortages on Earth [5]. - Elon Musk stated that the advent of the Starship opens pathways for large-scale deployment of solar-powered AI satellites, aiming for an annual deployment of 1 terawatt of AI computing power [5]. - By May 2025, China plans to initiate the networking phase of its first space computing satellite constellation, with a goal of launching at least 100 satellites by 2026 and a total of no less than 1,000 satellites by 2030 [5]. Market Outlook - Huaxi Securities believes that the low-cost, resource-rich, and expansive nature of space computing presents a stable long-term profit model for commercial aerospace, transitioning from "ground-based computing" to "space-based computing" [5]. - The satellite ETF focuses on commercial aerospace and satellite communication, particularly favoring satellite manufacturing, which is expected to thrive under the "strong aerospace nation" backdrop [6][7].

Investment Rating - The report maintains an "Outperform" rating for the communication industry, indicating an expected performance exceeding the benchmark index by more than 10% [1][40]. Core Insights - Nvidia's GTC event provided a significant CAPEX guidance of $500 billion for the Blackwell-Rubin series, with North American CSPs showing a clear upward trend in capital expenditures for Q3 2025 [4][16]. - The report highlights a strong growth trend in AI infrastructure investments, with North American CSPs' capital expenditures reaching a total of $113.3 billion in Q3, marking a 75% year-on-year increase [5][17]. - The A-share communication industry is experiencing high growth in AI computing performance, although there is a mismatch between high short-term expectations and actual performance releases [5][17]. Summary by Sections Industry Dynamics - Nvidia's guidance for North American CSPs suggests CAPEX could reach $443 billion, $549 billion, and $632 billion from 2025 to 2027, with GPU shipments expected to total 20 million units [4][16]. - The report emphasizes the stability of capital markets regarding concerns over "AI bubble" investments, with Nvidia's roadmap enhancing investment certainty in areas like 1.6T optical modules and quantum computing [4][16]. A-Share Communication Industry Overview - The report notes that leading companies in optical modules, such as Zhongji Xuchuang and Xinyi Technology, continue to expand production, with stable gross margin trends despite short-term performance fluctuations [5][17]. - The bottleneck effects in core materials like optical chips are becoming more pronounced, with domestic chip manufacturers expected to gain market share as overseas giants slow down production [5][17]. Market Performance - The overall market showed mixed performance during the week of October 27 to October 31, 2025, with the Shenzhen Component Index rising by 0.67% and the communication index declining by 3.59% [11][20]. - The report identifies cloud computing as the leading sector with a weekly increase of 22.48%, followed by IDC and equipment manufacturers [11][20]. Recommended Companies - The report suggests focusing on companies in various segments, including optical devices (e.g., Guangke Technology, Shijia Photon) and AIOT solutions (e.g., Rockchip, Yiyuan Communication) [20].

Core Viewpoint - Zhenray Technology, established in September 2015 and listed on the Shanghai Stock Exchange in January 2022, is a leading domestic supplier of integrated circuit chips and microsystems, with a strong technological foundation and a comprehensive industry chain layout [1] Financial Performance - In Q3 2025, Zhenray Technology reported revenue of 302 million yuan, ranking 33rd in the industry, significantly lower than the industry leader, Goodix Technology, at 3.52 billion yuan, and the second place, Aowei Technology, at 2.88 billion yuan [2] - The company's net profit for the same period was 101 million yuan, ranking 10th in the industry, below Goodix Technology's 677 million yuan and Sanan Optoelectronics' 332 million yuan, but above the industry average of 29.66 million yuan [2] Financial Ratios - As of Q3 2025, Zhenray Technology's debt-to-asset ratio was 7.07%, an increase from 4.62% year-on-year, but still significantly lower than the industry average of 16.92%, indicating strong solvency [3] - The company's gross profit margin was 82.26%, slightly down from 84.11% year-on-year, yet well above the industry average of 36.44%, reflecting robust profitability [3] Executive Compensation - The chairman, Yu Faxin, received a salary of 960,800 yuan in 2024, a decrease of 144,000 yuan from 2023 [4] - The general manager, Zhang Bing, earned 507,000 yuan in 2024, down 83,400 yuan from the previous year [4] Shareholder Dynamics - As of September 30, 2025, the number of A-share shareholders increased by 93.15% to 23,600, while the average number of circulating A-shares held per account decreased by 23.17% to 9,086.54 [5] - Notable changes among the top ten circulating shareholders include Hong Kong Central Clearing Limited entering as the fourth largest shareholder with 5.45 million shares [5] Market Outlook - According to Shenwan Hongyuan, Zhenray Technology's Q1-Q3 2025 performance met market expectations, driven by demand in satellite and specialty fields, with significant growth in revenue from ADDA chips and power management chips [5] - The company is expected to see a rise in core product revenue as some products transition from experimental to mass delivery [5] - The profit forecast for 2025-2027 has been raised to 143 million, 216 million, and 317 million yuan, respectively, maintaining a "buy" rating [5] Industry Position - CICC noted that Zhenray Technology's performance in the first three quarters of 2025 was in line with expectations, with profits growing rapidly and gross margins remaining high [6] - The company is focusing on specialty analog chips, with increased R&D investment driving product innovation [6] - With the advancement of domestic satellite internet construction, Zhenray Technology is positioned to benefit from industry growth [6]

Core Viewpoint - The A-share market has shown a significant recovery this year, with the Shanghai Composite Index surpassing 4000 points, reflecting strong investment interest from foreign public funds, including major players like Morgan Stanley and BlackRock [3] Foreign Fund Holdings - In the third quarter, six foreign public funds increased their stock holdings, with Allianz Fund and Schroders Fund showing remarkable growth rates of 77.10% and 82.03% respectively [5] - Morgan Chase Fund's asset scale reached 213.22 billion, holding 194 stocks with a total market value of approximately 756.73 billion [6] - Morgan Stanley Fund's asset scale was 270.04 billion, with a focus on sectors like pharmaceuticals and AI, achieving an average return of 140.35% for its top twenty holdings [9] Key Stock Performances - The top holdings of Morgan Chase Fund included CATL, which saw a price increase of 45.29% year-to-date, with a total holding value of 3.66 billion [7] - New Yi Sheng, a key stock for Morgan Stanley Fund, experienced a staggering increase of 255.27% this year [10] - The top three holdings of Manulife Fund were all in the computing power industry, with 19 out of 20 stocks showing significant price increases [12] Investment Trends - The recent optimization of the Qualified Foreign Institutional Investor (QFII) system is expected to attract more foreign capital into the Chinese market, enhancing liquidity [3] - BlackRock Fund has notably increased its holdings in CATL, with a total market value of approximately 2.11 billion [15] - Fidelity Fund emphasizes the growth potential of Chinese technology stocks, despite a more diversified current portfolio [20] Market Outlook - The outlook for the A-share market remains optimistic, with expectations of new highs as the market stabilizes [18] - Roadshow Fund has maintained its positions in traditional blue-chip stocks while also focusing on technology stocks [19]

Core Insights - The report highlights the acceleration of demand and continuous improvement in profitability for the companies analyzed, particularly in the semiconductor and copper industries, with significant year-on-year growth in revenue and net profit [12][13][14]. Company Summaries Unigroup Guowei (002049.SZ) - The company reported a revenue of 4.904 billion yuan for Q1-Q3 2025, representing a 15.1% year-on-year increase, and a net profit of 1.263 billion yuan, up 25.0% year-on-year [12]. - In Q3 2025 alone, revenue reached 1.857 billion yuan, a 33.6% increase year-on-year, with net profit soaring by 109.6% to 571 million yuan [12]. - The growth is attributed to the recovery in special business demand, stable development in traditional consumer markets, and accelerated expansion in eSIM and automotive safety chips [14]. Luoyang Copper (603993) - The company achieved a revenue of 145.49 billion yuan for Q1-Q3 2025, a decrease of 6.0% year-on-year, but net profit surged by 72.6% to 14.28 billion yuan, driven by rising copper prices and increased production and sales [13][14]. - Q3 2025 revenue was 50.71 billion yuan, down 2.4% year-on-year but up 4.0% quarter-on-quarter, with net profit increasing by 96.4% year-on-year to 5.61 billion yuan [14]. - The company plans to invest in the KFM Phase II project, expected to commence production in 2027, and has acquired Lumina Gold Company to diversify its mineral portfolio [14]. Other Companies - The report also covers various companies such as Nanjing Bank, which reported a revenue of 419 billion yuan for 9M25, up 8.8% year-on-year, and a net profit of 180 billion yuan, up 8.1% year-on-year, indicating a stable performance [20]. - New Australia Co. is highlighted for benefiting from the rising prices of Australian wool, with expectations of significant performance elasticity due to favorable supply and demand dynamics [19]. Industry Insights - The semiconductor industry is experiencing a new cycle of prosperity, driven by increased demand for special integrated circuits and advancements in high-end AI visual perception and automotive electronics [14]. - The copper industry is seeing a rebound in prices and production, with companies like Luoyang Copper capitalizing on this trend to enhance profitability and expand operations [14]. - The report emphasizes the importance of technological modernization and structural optimization in traditional industries as key components of future growth strategies [11].

Core Viewpoint - The aerospace industry in China is experiencing a significant upturn, driven by increased satellite internet launches, the emergence of reusable rockets, and a surge in IPO activities among commercial rocket companies. The convergence of favorable policies, strong performance, and technological advancements is highlighting a turning point in the industry [1]. Group 1: Company Performance - *ST Chengchang has a first-mover advantage in the satellite communication sector, launching a complete set of satellite communication T/R chip solutions. The company reported a revenue of 306 million yuan and a net profit of 90.36 million yuan for the first three quarters, with Q3 revenue reaching 105 million yuan, a year-on-year increase of 266.57%, and a net profit of 33.73 million yuan, marking a return to profitability [2]. - Zhenray Technology is focusing on the commercial low-orbit satellite market, achieving a revenue of 302 million yuan, a year-on-year growth of 65.76%, and a net profit of 101 million yuan, with a staggering increase of 598.09%. In Q3, the company reported revenue of 97.51 million yuan, up 51.33%, and a net profit of 38.64 million yuan, up 337.49% [3]. - Aerospace Development reported Q3 revenue of 1.008 billion yuan, a year-on-year increase of 209.17%, leading to a total revenue of 1.697 billion yuan for the first three quarters, a growth of 42.59%. However, the company recorded a net loss of 110 million yuan in Q3, although this was an improvement compared to previous quarters [3]. Group 2: Industry Trends - The 20th Central Committee of the Communist Party of China emphasizes the importance of developing the real economy, with a focus on intelligent, green, and integrated directions, accelerating the construction of a strong manufacturing and aerospace nation. This aligns with the strategic development of emerging industries such as aerospace during the 14th Five-Year Plan [4]. - The aerospace industry is witnessing continuous growth, with successful launches of low-orbit satellites, including the "National Grid Constellation" and the "Qianfan Constellation," which set a record for the number of satellites launched in a single mission, surpassing 100 satellites in orbit [4]. - Multiple reusable rockets are expected to make their maiden flights within the year, with companies like Blue Arrow Aerospace, CAS Space, Tianbing Technology, Xinghe Power, and Interstellar Glory initiating their IPO processes [4]. Group 3: Future Outlook - Aerospace Zhizhuang is actively seizing opportunities in commercial aerospace, focusing on promoting ground simulation equipment, micro-systems, and microprocessor chips. The company aims to enhance its core competitiveness and expand its market presence to achieve strong operational performance [5]. - *ST Chengchang is expanding its product coverage in the satellite sector, particularly in low-orbit satellite applications, which will support its business development as the low-orbit satellite networking progresses [5].

Investment Rating - The investment rating for the company is "Buy" (maintained) [7] Core Insights - The company reported Q3 2025 earnings that met market expectations, with a revenue of 302 million yuan, a year-on-year increase of 65.8%, and a net profit of 101 million yuan, a year-on-year increase of 598.1% [7] - The demand in satellite and specialty fields is accelerating, contributing to significant revenue growth in Q1-Q3 2025, driven by increased deliveries of ADDA chips and power management chips [7] - The company's gross margin for Q1-Q3 2025 was 82.26%, slightly down from the previous year, while the net margin increased significantly due to reduced expense ratios [7] - Inventory and accounts payable saw substantial increases, indicating strong demand in the satellite and specialty sectors, which is expected to drive rapid revenue growth [7] - The company is positioned as a core supplier in the high-end specialty chip market, with three key growth drivers supporting long-term growth [7] - The profit forecasts for 2025-2027 have been raised, reflecting expectations of rapid revenue and profit growth, with corresponding PE ratios of 97, 65, and 44 for the years 2025, 2026, and 2027 respectively [7] Financial Data and Profit Forecast - Total revenue projections for 2025E are 474 million yuan, with a year-on-year growth rate of 56.2% [2] - The net profit for 2025E is projected at 143 million yuan, reflecting a year-on-year increase of 702.3% [2] - The earnings per share for 2025E is estimated at 0.67 yuan [2] - The gross margin is expected to be 76.5% in 2025E, with a return on equity (ROE) of 6.3% [2] Market Data - As of October 27, 2025, the closing price of the stock was 65.06 yuan, with a market capitalization of 13,926 million yuan [3] - The stock has a price-to-book ratio of 6.3 and has experienced a 52-week high of 84.77 yuan and a low of 30.62 yuan [3]

Core Viewpoint - Zhenlei Technology (688270.SH) has completed a share buyback, indicating a strategic move to enhance shareholder value and confidence in the company's future prospects [1] Summary by Categories Share Buyback Details - The company repurchased a total of 393,991 shares, which represents 0.1841% of the total share capital [1] - The highest repurchase price was 70.93 CNY per share, while the lowest was 31.6 CNY per share, with an average repurchase price of 50.77 CNY per share [1] - The total funds used for the buyback amounted to 20.00098 million CNY, excluding transaction commissions and transfer fees [1]