SHANGHAI I9F, ONE LUJIAZUI 68 Yin Chena Road Middle hanahai 200120 DD China +86 71 3135 8666 上海 SHANGHAI 北京 BEIJING 深圳 SHENZHEN 香港 HONG KONG 伦敦 LONDON 上海市通力律师事务所关于华虹半导体有限公司 2025 年股东周年大会的法律意见书 致:华虹半导体有限公司 上海市通力律师事务所(以下简称"本所")接受华虹半导体有限公司(以下简称 "公司"）的委托,指派本所郭璋师、王旭峰律师(以下简称"本所律师")根据《中 华人民共和国证券法》《上市公司股东会规则》(以下合称"有关法律法规")及《华 虹半导体有限公司之组织章程细则》(以下简称"公司章程")的规定就公司 2025 年 股东周年大会(以下简称"本次股东大会"）相关事宜出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以 了核查、验证。在进行核查验证过程中,公司已向本所保证,公司提供予本所之文件中 的所有签署、盖章及印章都是真实的,所有作为正本提交给本所的文件都是真实、准确、 完整和 ...

HUA HONG SEMICONDUCTOR LIMITED 华虹半导体有限公司 （于香港注册成立之有限公司） 之 组织章程细则 于二零零五年一月二十一日注册成立 （经于二零一四年九月二十日通过之特别决议案采纳、经于二零二二年六月二十七日通 过之特別决议案修订，自公司股票于上海证券交易所科创板上市之日起生效及于二零二 五年五月八日通过之特別决议案修订） 1 1 公司条例 「联系人」指就任何董事而言，具有上市规则所赋予之涵义； （第 622 章） 公众股份有限公司 HUA HONG SEMICONDUCTOR LIMITED 华虹半导体有限公司 之 组织章程细则 （经于二零一四年九月二十日通过之特别决议案采纳、经于二零二二年六月二十七日通 过之特別决议案修订，自公司股票于上海证券交易所科创板上市之日起生效及于二零二 五年五月八日通过之特別决议案修订） 序言 1. （a）于本章程细则中，下列词语须具有以下涵义： 「章程细则」及「本章程细则」指现有形式的本公司章程细则或当时有效的 所有增补、修订或取代的章程细则； 「联系公司」指具有公司条例第二条所赋予之涵义； 「核数师」指本公司当时核数师； 「营业日」指香港认可证 ...

華 虹 半 導 體 有 限 公 司 (Incorporated in Hong Kong with limited liability) Incorporated on the 21st day of January 2005 ARTICLES OF ASSOCIATION OF HUA HONG SEMICONDUCTOR LIMITED (As adopted by Special Resolution passed on 20 September 2014, and amended by (i) Special Resolution passed on 27 June 2022 which took effect on the date when the Company's shares are listed on the STAR Market of the Shanghai Stock Exchange and (ii) Special Resolution passed on 8 May 2025) 1 THE COMPANIES ORDINANCE (CHAPTER 622) Public Co ...

Group 1 - Core viewpoint: The performance of major domestic foundries, SMIC and Hua Hong, shows contrasting trends in Q1 2025, with SMIC experiencing significant growth while Hua Hong faces a sharp decline in net profit [1][2] - SMIC reported Q1 2025 revenue of 16.301 billion, a year-on-year increase of 29.4%, and a net profit of 1.356 billion, up 166.5% [1] - SMIC's EBITDA for Q1 2025 was 9.245 billion, reflecting a growth of 46.9% year-on-year, with a capacity utilization rate of 89.6%, up from 80.8% in the same period last year [1] Group 2 - Hua Hong's Q1 2025 revenue was 3.913 billion, an increase of 18.66%, but its net profit fell to 22.763 million, a decrease of 89.73% [1] - Hua Hong's gross margin for Q1 2025 was 9.2%, significantly lower than SMIC's gross margin of 22.5% [1] - Hua Hong's president stated that the company is seeing steady revenue growth and optimizing its product structure, with capacity utilization remaining full [2]

Group 1: Company Performance - Semiconductor foundries SMIC and Hua Hong reported their Q1 2025 financial results, with SMIC achieving revenue of 16.301 billion yuan, a year-on-year increase of 29.4%, and a net profit of 1.356 billion yuan, up 166.5% [1] - Hua Hong's Q1 revenue was $540.9 million, reflecting a year-on-year growth of 17.6% and a slight quarter-on-quarter increase of 0.3%. However, net profit dropped to $3.8 million from $31.8 million in the same period last year [4][6] Group 2: Financial Metrics - SMIC's Q1 revenue guidance for 2025 indicates a sequential increase, with a projected revenue of $2.247 billion for January 2025, showing a year-on-year growth of 1% [2] - Hua Hong's gross margin for Q1 was 9.2%, which is a year-on-year increase of 2.8 percentage points but a quarter-on-quarter decrease of 2.2 percentage points [4][5] Group 3: Market Dynamics - The semiconductor industry is experiencing a shift in orders towards domestic foundries due to new tariff policies, which impose a 125% tariff on chips fabricated in the U.S. [8] - The global foundry market is expected to see a significant increase in demand for mature process nodes (28nm and above), with domestic foundries like SMIC well-positioned to capture this growth [9][12] Group 4: Capacity and Production - SMIC has established seven fabs with a monthly production capacity of approximately 670,000 8-inch equivalent wafers, with plans for additional capacity in 12-inch fabs [10][11] - Hua Hong operates three 8-inch and one 12-inch fab, with a monthly capacity of 178,000 wafers for 8-inch and ongoing enhancements for 12-inch production [15] Group 5: Competitive Landscape - The competition in the mature process foundry market is intensifying, with Chinese foundries like SMIC and Hua Hong lowering prices to secure orders, impacting Taiwanese competitors [19] - The semiconductor industry is expected to see a 20% revenue growth in 2025, driven by strong demand for AI applications, although mature process nodes may experience slower recovery due to inventory adjustments in the automotive sector [25][26]

Investment Announcements - Jinchengxin plans to invest approximately $231 million in the development of the Alacran copper-gold-silver mine project, aiming to acquire a 55% stake in CMH Colombia S.A.S. after the acquisition [3] - China Merchants Bank intends to invest 15 billion yuan to establish a wholly-owned financial asset investment company, enhancing its integrated financial services capabilities [5][6] Performance Reports - Huahong Semiconductor reported Q1 2025 revenue of 3.913 billion yuan, an 18.66% year-on-year increase, but net profit decreased by 89.73% to 22.76 million yuan due to uncertainties in the semiconductor industry [7] - King Long Motor's April bus sales were 3,611 units, a 3.91% year-on-year decrease, while production was 4,361 units, down 5.79% year-on-year [8] - Zhengbang Technology reported April sales of 609,800 pigs, with revenue of 738 million yuan, a 174.29% year-on-year increase, attributed to orderly resumption of production [9] - Sunac China achieved a contract sales amount of approximately 1.1 billion yuan in April, with a cumulative total of 11.2 billion yuan by the end of April [10] Major Contracts - Pinggao Electric won contracts totaling approximately 1.751 billion yuan from the State Grid, representing 14.12% of its 2024 revenue [13] - State Grid Information Technology's subsidiaries secured contracts worth 477 million yuan, positively impacting future operating performance [14] - Dongfang Iron Tower won contracts worth about 100 million yuan from the State Grid, accounting for 2.39% of its 2024 revenue [15] - Jiaojian Co. won a construction project worth approximately 704 million yuan, representing 8.43% of its 2024 revenue [16] Shareholding Changes - Ruihua Tai's shareholder plans to reduce holdings by up to 1% of the company's shares [17][18] - *ST Gengxing's controlling shareholder intends to increase holdings between 30 million and 60 million yuan [19] - Lexin Technology's shareholder plans to reduce holdings by up to 1.2032% of the company's shares [20] Share Buybacks - Sichuan Meifeng plans to repurchase shares worth 50 million to 70 million yuan, with a maximum buyback price of 10.07 yuan per share [21]

Investment Announcements - Jincheng intends to invest approximately $231 million in the Alacran copper-gold-silver mine project, following the acquisition of a 5% stake in CMH Colombia S.A.S., which will allow it to hold a 55% stake and control the project development [3] - Huasheng Technology's subsidiary plans to sell a 5.4019% stake in Shanghai Lingkai Technology Co., Ltd. for 200 million yuan, resulting in the subsidiary no longer holding shares in the company [4] - China Merchants Bank plans to invest 15 billion yuan to establish a wholly-owned financial asset investment company, which will enhance its integrated operations and service capabilities [5] Performance Reports - Huahong's Q1 revenue reached 3.913 billion yuan, a year-on-year increase of 18.66%, while net profit dropped by 89.73% to 22.76 million yuan, indicating challenges in the semiconductor industry due to international and policy changes [7] - King Long Automobile reported a production of 4,361 buses in April, a decrease of 5.79% year-on-year, with sales of 3,611 buses, down 3.91% [8] - Zhengbang Technology's April pig sales reached 609,800 heads, with revenue of 738 million yuan, showing a significant year-on-year increase of 174.29% [9] - Sunac China achieved a contract sales amount of approximately 1.1 billion yuan in April, with a cumulative total of 11.2 billion yuan by the end of April [11] - *ST Aonong reported a pig sales volume of 132,800 heads in April, a year-on-year decrease of 14.42% [12] Major Contracts - Pinggao Electric won contracts totaling approximately 1.751 billion yuan from the State Grid, representing 14.12% of its 2024 revenue [14] - State Grid Information Technology's subsidiaries secured contracts worth 477 million yuan, positively impacting future performance [15] - Dongfang Tower won a procurement project from the State Grid worth about 100 million yuan, accounting for 2.39% of its 2024 revenue [16] - Jiaojian Co. won a construction project worth approximately 704 million yuan, with a project duration of 870 days, representing 8.43% of its 2024 revenue [17] Shareholding Changes - Ruihua Tai's shareholder plans to reduce holdings by up to 1% of the company's shares [19] - *ST Gengxing's controlling shareholder intends to increase holdings between 30 million and 60 million yuan [20] - Lexin Technology's shareholder plans to reduce holdings by up to 1.2032% of the company's shares [22] Share Buybacks - Sichuan Meifeng plans to repurchase shares worth between 50 million and 70 million yuan, with a maximum repurchase price of 10.07 yuan per share [24]

Group 1 - Dashi Intelligent signed a smart hospital project contract worth 58.12 million yuan with the First Affiliated Hospital of Bengbu Medical College and Bengbu Urban Construction Investment Development Co., Ltd. [1] - The project aims to create a comprehensive tumor specialty hospital integrating medical care, research, teaching, preventive health care, and rehabilitation, which is expected to positively impact the company's future performance [1] Group 2 - Huahong Company reported a net profit of 22.76 million yuan for Q1 2025, a year-on-year decrease of 89.73%, despite a revenue increase of 18.66% to 3.913 billion yuan [2] - The company specializes in the development and application of embedded/non-volatile memory, power devices, and other semiconductor technologies [2] Group 3 - Jindi Group announced a signed area of 214,000 square meters in April, a year-on-year decrease of 55.14%, with a signed amount of 2.78 billion yuan, down 55.45% [3] - The company focuses on real estate development and sales, commercial real estate, and property management [3] Group 4 - Jinlong Automobile reported a bus production of 4,361 units in April, a year-on-year decrease of 5.79%, with sales of 3,611 units, down 3.91% [4][5] - The company is engaged in the production and sales of bus products [5] Group 5 - Sanyou Medical established a joint venture with CGBio Co., Ltd. with a registered capital of 60 million yuan, focusing on innovative cell biological materials and regenerative medicine [6][7] - The company specializes in the research, production, and sales of orthopedic implant consumables [7] Group 6 - Jinzhi Technology won a bid for projects related to the State Grid with a total amount of 90.73 million yuan, accounting for 5.12% of the company's projected revenue for 2024 [9][10] - The company focuses on smart energy and smart city businesses [10] Group 7 - Pinggao Electric won multiple procurement projects from the State Grid, totaling approximately 1.751 billion yuan, which is 14.12% of the company's projected revenue for 2024 [10] - The company specializes in high-voltage switchgear and power engineering contracting [10] Group 8 - Luantang Pharmaceutical received approval for the raw material drug Celecoxib, which is a selective COX-2 inhibitor with fewer gastrointestinal side effects compared to traditional NSAIDs [11][12] - The company is involved in the research, production, and sales of pharmaceutical products [12] Group 9 - Dongjie Intelligent obtained seven patent certificates related to AGV and conveyor system technologies [13][14] - The company specializes in the research, design, manufacturing, installation, and debugging of intelligent logistics systems [14] Group 10 - XJH Holdings received a government subsidy of 8.69 million yuan, which accounts for 38.67% of the company's projected net profit for 2024 [15][16] - The company focuses on the recycling and dismantling of waste electrical products [16] Group 11 - Huaihua Pharmaceutical's subsidiary received approval for the clinical trial of HZ-J001 ointment for treating non-segmental vitiligo [17][19] - The company is engaged in the research, production, and sales of pharmaceutical products [19] Group 12 - ST Aonong reported a pig sales volume of 132,800 heads in April, a year-on-year decrease of 14.42%, while the stock of pigs increased by 15.06% [22][23] - The company is involved in feed, pig farming, food, and trade [23] Group 13 - Beibu Gulf Port reported a cargo throughput of 31.75 million tons in April, a year-on-year increase of 20.32% [24][25] - The company specializes in port loading, storage, and related services [25] Group 14 - Dongfang Iron Tower won a bid for State Grid projects totaling approximately 100 million yuan, which is 2.39% of the company's projected revenue for 2024 [26] - The company focuses on steel structures and related businesses [26] Group 15 - Huanxu Electronics reported a consolidated revenue of 4.641 billion yuan in April, a year-on-year increase of 0.72% [27] - The company provides design, manufacturing, and related services for brand customers [27] Group 16 - Jincheng Co. announced that part of its bank accounts has been frozen, involving approximately 32.97 million yuan due to contract disputes [28][29] - The company specializes in high-end intelligent equipment for photovoltaic and smart port sectors [29] Group 17 - NAIKE Equipment announced the departure of core technical personnel Wang Xiangguo [30][31] - The company focuses on semiconductor packaging equipment and related products [31] Group 18 - Jiaojian Co. won a construction project in Hefei with a bid amount of approximately 704 million yuan, covering residential buildings and related infrastructure [32][33] - The company specializes in infrastructure construction and related services [33] Group 19 - Hongyuan Green Energy plans to transfer a 27.07% stake in Inner Mongolia Xinyuan Silicon Material Technology Co., Ltd. for 1.245 billion yuan [34][35] - The company focuses on the research, production, and sales of aviation electromechanical products [35] Group 20 - Poly Development reported a signed amount of 24.622 billion yuan in April, a year-on-year decrease of 25.44% [46][48] - The company specializes in real estate development and sales [48]

Financial Performance - Sales revenue for Q1 2025 was $541 million, with a gross margin of 9.2%, both in line with guidance and showing a 17.6% increase year-over-year [5][8] - Operating expenses were $97.1 million, a 23.7% increase year-over-year, primarily due to increased engineering wafer costs [9] - Net loss for the period was $52.2 million, compared to a net loss of $25.3 million in Q1 2024 [10] - Basic earnings per share was $0.20, compared to $0.19 in Q1 2024 [10] Business Line Performance - Revenue from embedded non-volatile memory was $130.3 million, a 9.3% increase year-over-year, driven by demand for smart car IC and MCU products [12] - Revenue from analog and power management IC was $136.8 million, a 34.8% increase year-over-year, mainly due to increased demand for other power management IC products [12] - Revenue from power discrete was $162.8 million, a 13.5% increase year-over-year, driven by demand for superjunction and general MOSFET products [12] Market Performance - Revenue from China was $442.5 million, contributing 81.8% of total revenue, with a 21% increase year-over-year [11] - Revenue from North America was $56.4 million, a 22% increase year-over-year, driven by demand for power management IC products [11] - Revenue from Europe decreased by 30% year-over-year to $15.2 million, primarily due to decreased demand for IGBT and smart car IC products [11] Company Strategy and Industry Competition - The company plans to accelerate effective capacity expansion, enhance R&D capabilities, and manage supply chain disturbances while reducing costs and improving efficiency [6][7] - The competitive landscape remains challenging due to increased uncertainties in customer demand and procurement costs [6] Management Comments on Operating Environment and Future Outlook - Management noted that the recent tariff changes have not had a meaningful impact on the company, as 80% of customers are domestic design houses [20][22] - The company expects revenue for Q2 2025 to be in the range of $550 million to $570 million, with a projected gross margin of 7% to 9% [16] Other Important Information - Capital expenditures for Q1 2025 were $510.9 million, with significant investments in manufacturing [13] - Cash and cash equivalents decreased to $4.08 billion as of March 31, 2025, from $4.46 billion at the end of 2024 [14][15] Q&A Session Summary Question: Impact of new tariffs on customers - Management stated that the recent tariffs have not significantly impacted the company, as most products are consumed domestically in China [20][22] Question: Growth in analog and power management IC sales - Management highlighted that the growth in this area is driven by competitive offerings and increasing domestic demand, particularly in AI applications [26][28] Question: Outlook for selling prices and material costs - Management indicated that while pricing pressure exists for 8-inch wafers, 12-inch prices are gradually increasing, and they are managing tariff impacts by utilizing non-U.S. suppliers [36][39] Question: Capacity expansion and utilization rates - Management confirmed that capacity expansion is on track, with expectations to reach over 40,000 units per month by the end of the year [53][55] Question: Competition in power devices - Management acknowledged fierce competition but expressed confidence in their technology and scale to maintain a strong market presence [78][80] Question: Future gross margin expectations - Management anticipates that gross margins will improve over time as they ramp up new capacity and manage costs effectively [100][102]

香港交易及结算所有限公司、香港联合交易所有限公司及香港中央结算有限公司对本公告的内容概不负责，对其准 确性或完整性亦不发表任何声明，并明确表示，概不就因本公告全部或任何部分内容而产生或因依赖该等内容而引 致的任何损失承担任何责任。 HUA HONG SEMICONDUCTOR LIMITED 华 虹 半 导 体 有 限 公 司 （于香港注册成立之有限公司） （股份代号：01347） 新闻稿 二零二五年第一季度业绩公布 所有货币以美元列帐，除非特别指明。 本合并财务报告系依香港财务报告准则编制。 中国香港 — 2025 年 5 月 8 日 — 全球领先的特色工艺纯晶圆代工厂华虹半导体有限公司（香港联交所 股票代号：01347；上交所科创板证券代码：688347) ("本公司")于今日公布截至二零二五年三月三十一 日止三个月的综合经营业绩。 二零二五年第一季度主要财务指标（未经审核） 二零二五年第二季度指引 1 销售收入 5.409 亿美元，同比增长 17.6%，环比增长 0.3%。 毛利率 9.2%，同比上升 2.8 个百分点，环比下降 2.2 个百分点。 母公司拥有人应占溢利 380 万美元，上年同期为母公司 ...