上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海复旦微电子集团股份有限公司 2025 年第一次临时股东大会之 法律意见书 锦 天 城 律师事务 所 ALLBRIGHT LAW OFFICES 在本法律意见书中,本所仅依据本法律意见书出具日以前发生的事实及本所 对该事实的了解,并仅就本次股东大会召开程序所涉及的中华人民共和国(仅为 本法律意见书之目的,不包含香港特别行政区、澳门特别行政区和台湾地区)相 关法律问题发表法律意见,而不对香港法律、证券交易所规则或中国法律之外的 任何法律问题发表意见。 地址:上海市浦东新区银城中路 501 号上海中心大厦 11/12 层 电话: 021-20511000 传真: 021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海复旦微电子集团股份有限公司 2025 年第一次临时股东大会之 法律意见书 致:上海复旦微电子集团股份有限公司 上海市锦天城律师事务所(以下简称"本所")接受上海复旦微电子集团股 份有限公司(以下简称"公司"或"复旦微电")委托,就公司召开 2025年第 一次临时股东大会(以下简 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 上海復旦微電子集團股份有限公司 於股東特別大會日期，本公司合共有821,427,300股每股面值人民幣0.10元之已發行股 份，即賦予本公司股東權利出席股東特別大會。就股東特別大會通告内的決議案1而言， 股東有權出席大會並於會上就該等決議案表決的股份總數為719,694,916股。就股東特別 大會通告内的決議案2而言，股東有權出席大會並於會上就該決議案表決的股份總數為 821,427,300股。 除前述同為關連人士之股東回避表決外，就本公司所知、所悉及所信：(1)概無股份賦予 持有人權利出席惟須根據上市規則第13.40條就股東特別大會上提呈的決議放棄投贊成 票；(2)概無股東須根據上市規則規定就股東特別大會上提呈的決議放棄投票；及(3)概 無任何一方於通函中表明其有意於股東特別大會上就提呈的任何決議投反對票或放棄 投票。 香港立信德豪會計師事務所有限公司獲本公司委任為監票人。本公司兩名股東代表以及 一名監 ...

Group 1 - The core viewpoint of the news highlights the strong performance of the domestic AI industry, particularly the rise of the Science and Technology Innovation Artificial Intelligence ETF (589520), which saw an intraday increase of over 2.5% [1] - The AI industry is experiencing a series of catalytic events, including the development of an advanced AI model by DeepSeek, which aims to compete with global players like OpenAI, with expectations for a commercial explosion in AI agents by 2025 [3] - Huawei's recent launch of the Mate XTs foldable smartphone, featuring the Kirin 9020 chip, marks a significant return of the Kirin brand after four years, indicating a boost in the domestic supply chain [4] Group 2 - Apple's upcoming product launch on September 9 is anticipated to further stimulate the supply chain, with analysts suggesting that the combination of tariff resolutions and increased AI investments will lead to a valuation recovery for Apple suppliers [5] - The current market trend in the semiconductor sector is seen as a rebound in domestic capabilities, with expectations for significant growth in domestic computing power, particularly in AI applications [5] - The Science and Technology Innovation Artificial Intelligence ETF (589520) is positioned to benefit from policy support and the trend of domestic substitution, focusing on companies that are well-placed in the AI industry chain [6] Group 3 - The ETF's top holdings reflect a high concentration in the semiconductor sector, which accounts for nearly half of the fund's assets, indicating a strong offensive strategy [6][7] - As of July 31, 2025, the top ten holdings of the ETF represent over 67% of the fund's net asset value, showcasing a focused investment approach [9]

Group 1: Company Highlights - Zhongwang Software has officially completed the adaptation of Zhongwang CAD to Huawei's Harmony system for both tablet and computer multi-terminal use, showcased at the Huawei Harmony Computer Technology and Ecology Communication Conference [1] - Huaxiang Co., Ltd. reported a revenue of 1.98 billion yuan for the first half of the year, a year-on-year increase of 2.38%, and a net profit attributable to shareholders of 290 million yuan, a year-on-year increase of 25.66%. The profit growth outpaced revenue growth due to an increase in the proportion of high-margin precision parts to 80.8% and an improvement in gross margin to 23.3% [1] - Fudan Microelectronics is actively developing a product line of FPGA with a gross margin of approximately 75% expected by mid-2025. The company has completed reliability assessments for its next-generation 1xnm FinFET advanced process FPGA products, which are now in small-batch production [2] Group 2: Financial Performance - Huaxiang Co., Ltd. has seen a decrease in financial expenses primarily due to increased foreign exchange gains, with limited impact from the delisting of convertible bonds. The company plans to mitigate pressures from the decline in white goods production through increased automotive parts volume and cost reduction strategies [1] - Fudan Microelectronics has exceeded 10 million units in annual shipments of automotive MCUs by 2024, with significant year-on-year growth expected in the first half of 2025, primarily for body control and comfort systems [2] Group 3: Strategic Initiatives - Huaxiang Co., Ltd. is focusing on capital expenditures for "three park construction" and expanding its automotive and industrial equipment industrial park. The company is also exploring the robotics sector and plans to establish an industrial fund through external acquisitions [1] - Fudan Microelectronics is working on a product development roadmap for computing power ranging from 4 TOPS to 128 TOPS, with good progress on its first 32 TOPS computing power chip [2]

来源：滚动播报 香港恒生指数收跌1.12%，恒生科技指数跌1.85%。芯片股普跌，中芯国际、上海复旦跌超6%，华虹半 导体跌超5%；创新药概念股回调，歌礼制药跌超10%，恒瑞医药跌超6%；黄金板块下跌，灵宝黄金、 中国黄金国际跌超7%。 ...

Group 1 - The core viewpoint of the article highlights the recent research conducted by QuanGuo Fund on Fudan Microelectronics, focusing on the company's strategic direction and product development [1][2]. - QuanGuo Fund was established on February 8, 2022, and currently manages assets totaling 16.396 billion yuan across six funds, with the best-performing fund in the past year being QuanGuo XuYuan Three-Year Holding Mixed A, achieving a return of 48.96% [1][2]. - The company is enhancing its business units' capabilities and focusing on supply chain construction while exploring new product lines to drive high-quality growth [1][2]. Group 2 - The FPAI heterogeneous fusion architecture chip integrates CPU, FPGA, and NPU, with a product development range from 4 TOPS to 128 TOPS, and the first 32 TOPS chip is progressing well in the market [3]. - The FPGA products are primarily based on 28nm technology, with ongoing efforts to expand into 1xnm FinFET ten billion gate products [4]. - The company is a leading FPGA supplier in China, actively building a "chip-software-solution" ecosystem [5]. Group 3 - In the first half of the year, the revenue from the security and identification chip product line was approximately 393 million yuan, accounting for 21% of total revenue, with some sub-line revenues declining due to market impacts [6]. - The RFID and sensor chip sub-lines, as well as the smart identification device chip sub-line, performed well, with the company maintaining a leading market share in several niche areas [6]. - The smart meter chip product line continued to grow, with sales increasing in various applications, including smart water, gas, and heat meters, as well as industrial control [6].

Market Performance - The Hang Seng Index closed down 1.21% at midday on September 4 [1] - The Hang Seng Tech Index fell by 1.66% [1] Sector Performance - Semiconductor stocks experienced a broad decline, with major players like SMIC, Shanghai Fudan, and Huahong Semiconductor dropping over 6% [1] - Large technology stocks mostly declined, with Alibaba falling nearly 4% and Xiaomi and Kuaishou dropping over 2% [1]

格隆汇9月4日｜恒生科技指数跌幅扩大至逾1%。芯片股震荡下挫，地平线机器人跌超6%，中芯国际、 晶门半导体、华虹半导体跌超5%，上海复旦跌超4%。 | 恒生指数 | 25140.70 | -202.73 | -0.80% | | --- | --- | --- | --- | | 800000 | | | | | 国企指数 | 8958.76 | -91.26 | -1.01% | | 800100 | | | | | 恒生科技指数 | 5616.71 | -67.03 | -1.18% | | 800700 | | | | (责任编辑：宋政 HN002) 【免责声明】本文仅代表作者本人观点，与和讯网无关。和讯网站对文中陈述、观点判断保持中立，不对所包含内容 的准确性、可靠性或完整性提供任何明示或暗示的保证。请读者仅作参考，并请自行承担全部责任。邮箱： news_center@staff.hexun.com ...

Group 1 - Fudan Microelectronics experienced a decline of 5.06% on September 1, with a stock price of 60.45 yuan per share and a trading volume of 688 million yuan, resulting in a total market capitalization of 49.655 billion yuan [1] - The company, established on July 10, 1998, and listed on August 4, 2021, primarily engages in integrated circuit (IC) related businesses, operating through two segments: design, development, and sales of integrated circuits, and providing IC testing services [1] - The revenue composition of Fudan Microelectronics includes: FPGA and other products (37.04%), non-volatile memory (23.92%), security and identification chips (21.35%), smart meter chips (13.46%), IC testing services (4.15%), and rental income (0.09%) [1] Group 2 - Huashang Fund holds a significant position in Fudan Microelectronics, with its Huashang Innovation Growth Mixed Fund A (000541) reducing its holdings by 20,400 shares in the second quarter, now holding 348,300 shares, which accounts for 1.94% of the fund's net value [2] - The fund has reported a floating loss of approximately 1.1216 million yuan as of the latest data [2] - The Huashang Innovation Growth Mixed Fund A was established on March 18, 2014, with a current size of 724 million yuan, achieving a year-to-date return of 48.28% and a one-year return of 62.93% [2]

Group 1 - Fudan Microelectronics experienced a decline of 5.06% on September 1, with a stock price of 60.45 yuan per share and a trading volume of 688 million yuan, resulting in a total market capitalization of 49.655 billion yuan [1] - The company, established on July 10, 1998, and listed on August 4, 2021, primarily engages in integrated circuit (IC) related businesses, operating through two segments: design, development, and sales of integrated circuits, and providing IC testing services [1] - The revenue composition of Fudan Microelectronics includes: 37.04% from FPGA and other products, 23.92% from non-volatile memory, 21.35% from security and identification chips, 13.46% from smart meter chips, 4.15% from IC testing services, and 0.09% from rental income [1] Group 2 - Jin Ying Fund has a significant holding in Fudan Microelectronics, with its Jin Ying Industry Advantage Mixed A Fund (210003) holding 263,800 shares, accounting for 4.82% of the fund's net value, making it the seventh largest holding [2] - The Jin Ying Industry Advantage Mixed A Fund was established on July 1, 2009, with a current size of 269 million yuan, achieving a year-to-date return of 17.18% and a one-year return of 34.04% [2] - The fund manager, Ni Chao, has been in position for 10 years and 86 days, overseeing assets totaling 3.016 billion yuan, with the best fund return during his tenure being 156.51% [3]