北京市竞天公诚律师事务所上海分所 关于 天水华天科技股份有限公司 2025 年第一次临时股东大会 之 法律意见书 上海市徐汇区淮海中路 1010 号嘉华中心 45 层 邮编：200031 Suite 45/F, K.Wah Centre, 1010 Huaihai Road (M), Xuhui District, Shanghai 200031, China 电话/Tel: +86 21 5404 9930 传真/Fax: +86 21 5404 9931 网址/Website: www.jingtian.com 二〇二五年十一月 北京市竞天公诚律师事务所上海分所 法律意见书 北京市竞天公诚律师事务所上海分所 关于天水华天科技股份有限公司 2025 年第一次临时股东大会之法律意见书 致：天水华天科技股份有限公司 北京市竞天公诚律师事务所上海分所（下称"本所"）受天水华天科技股份 有限公司（下称"公司"）委托，就公司 2025 年第一次临时股东大会（下称"本 次股东大会"）召集、召开、表决程序、出席会议人员资格和有效表决等所涉及 的法律事项出具本法律意见书（下称"本法律意见书"）。 本所根据《中华人民共和国公 ...

Core Viewpoint - The acquisition of Huayi Microelectronics by Huatian Technology reflects a strategic shift for a semiconductor company facing challenges after its failed IPO, highlighting a trend of companies opting for integration into larger industry players rather than pursuing independent listings [2][3]. Group 1: Background of Huayi Microelectronics - Huayi Microelectronics was once on a path to an independent IPO, with its valuation soaring to 4.8 billion yuan within six months, supported by a strong list of investors [2][6]. - Despite its promising position in the semiconductor power device sector, Huayi Microelectronics faced persistent losses, cash flow issues, and high inventory levels, leading to the withdrawal of its IPO application [6][7]. - From 2020 to 2022, Huayi Microelectronics' revenue grew from 847 million yuan to 1.157 billion yuan, but net profit plummeted from a peak profit of 88.13 million yuan to a loss of 43.2 million yuan [6][7]. Group 2: Financial Challenges - The company received over 100 million yuan in government subsidies from 2020 to 2022, which masked its profitability issues, as subsidies accounted for 112% and 37% of net profit in 2020 and 2021, respectively [6][7]. - Operating cash flow deteriorated from 174 million yuan in 2020 to -162 million yuan in 2022, indicating a weakening ability to generate cash [7]. - Inventory levels surged from 144 million yuan to 492 million yuan between 2020 and 2022, with a provision for inventory impairment reaching 49.95 million yuan in 2022, signaling potential sales slowdowns and product backlogs [7]. Group 3: Strategic Acquisition - Following the termination of its IPO plans, Huayi Microelectronics initiated a merger with Huatian Technology, which involves acquiring 100% of Huayi Microelectronics' shares through a combination of stock issuance and cash payment [10][11]. - This acquisition not only resolves Huayi Microelectronics' challenges but also indicates Huatian Technology's strategy to restructure its resources amid its own performance pressures [11]. - Huatian Technology's revenue grew by 15.81% in the first half of 2025, yet its net profit remained negative, highlighting the need for strategic moves like this acquisition to enhance competitiveness in the semiconductor market [11][12]. Group 4: Industry Trends - The shift from independent IPO aspirations to integration with larger firms reflects a broader trend in the semiconductor industry, where companies are increasingly seeking to achieve asset securitization and capital exit through mergers rather than standalone listings [3][12].

Core Viewpoint - The acquisition of Huayi Microelectronics by Huatian Technology represents a strategic shift for a semiconductor company that faced challenges in its IPO attempt, highlighting a trend where companies are opting for integration into larger industry players instead of pursuing independent listings [1][2][9][10] Group 1: Company Performance and Challenges - Huayi Microelectronics, once a promising candidate for IPO, faced continuous losses, cash flow issues, and high inventory levels, leading to the withdrawal of its IPO application [3][4][6] - The company's revenue grew from 847 million yuan in 2020 to 1.157 billion yuan in 2022, but net profit plummeted from a profit of 88.13 million yuan to a loss of 43.2 million yuan during the same period [4][5] - Despite receiving over 100 million yuan in government subsidies from 2020 to 2022, the company still reported losses, indicating a reliance on external support rather than sustainable profitability [4][5] Group 2: Acquisition and Strategic Implications - Huatian Technology plans to acquire 100% of Huayi Microelectronics through a combination of share issuance and cash payment, marking a significant internal asset restructuring [7][8] - This acquisition not only provides a liquidity solution for institutional investors but also allows Huatian Technology to enhance its competitive position in the power semiconductor market by integrating Huayi Microelectronics' capabilities [8] - The deal reflects a broader trend in the semiconductor industry where companies are moving away from the IPO route towards strategic mergers and acquisitions for capital realization [9][10]

Core Viewpoint - The acquisition of Huayi Microelectronics by Huati Technology marks a significant move in the context of tightened IPO regulations, reflecting a shift in exit strategies for venture capital institutions [1][12]. Group 1: Acquisition Details - Huati Technology plans to acquire 100% of Huayi Microelectronics for an estimated valuation of 4.8 billion yuan through a combination of share issuance and cash payment [1]. - This acquisition is the largest merger in the private sector in Shaanxi province this year, highlighting the trend of "intra-group integration" as both companies share common ownership [1][12]. - Huayi Microelectronics, a subsidiary of Huati Technology's controlling shareholder, has rapidly developed in the semiconductor industry, ranking 13th among Chinese semiconductor power device companies in 2022 [1][3]. Group 2: Financial Performance - Huayi Microelectronics achieved revenues of 8.4 billion yuan in 2020, peaking at 11.6 billion yuan in 2021, but saw a slight decline to 11.5 billion yuan in 2022, with a net loss of 432 million yuan [3][4]. - The company is expected to recover, with projected net profits exceeding 30 million yuan in Q3 2024, reflecting an over 80% quarter-on-quarter growth [4]. Group 3: Market Context - The tightening of IPO regulations has led to a significant decrease in the number of IPOs in China, with only 313 companies listed in 2023, down from 524 in 2021, and further expected to drop to 100 in 2024 [12]. - This environment has made mergers and acquisitions a crucial pathway for industry consolidation and capital exit, particularly for technology firms like Huayi Microelectronics that are unable to go public [12][18]. Group 4: Investment and Financing - Huayi Microelectronics has completed three rounds of financing prior to its IPO attempt, with notable investors including Xiaomi Industrial Fund, raising a total of 8.644 billion yuan [6][8]. - The acquisition provides an exit route for the 27 institutional shareholders of Huayi Microelectronics, addressing the pressure for returns as many funds approach their exit deadlines [9][18].

Core Viewpoint - The company plans to acquire 100% of Huayi Microelectronics Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a related party transaction [1] Group 1: Transaction Details - The transaction involves ongoing audit and evaluation work, and the specific transaction plan is still under discussion [1] - The company will actively promote the transaction and comply with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange for subsequent approvals and information disclosure [1]

证券代码：002185 证券简称：华天科技 公告编号：2025-059 天水华天科技股份有限公司 关于发行股份及支付现金购买资产并募集配套资金暨 2、自本次交易预案披露以来，公司及交易相关方积极推进本次交易的相关 工作。截至本公告披露日，本次交易所涉及的审计、评估等工作尚未完成，具体 交易方案仍在商讨论证中。公司将继续积极推进本次交易，并根据中国证监会和 深圳证券交易所的相关规定及时履行本次交易的后续审批和信息披露程序。 一、本次交易概述 天水华天科技股份有限公司（以下简称"公司"）拟通过发行股份及支付现 金的方式购买天水华天电子集团股份有限公司、西安后羿投资管理合伙企业（有 限合伙）、西安芯天钰铂企业管理合伙企业（有限合伙）等 27 名交易对方合计 持有的华羿微电子股份有限公司 100%股份，并募集配套资金（以下简称"本次 交易"）。根据《上市公司重大资产重组管理办法》等相关法规，本次交易构成 关联交易，预计不构成重大资产重组，不构成重组上市。 二、本次交易的历史披露情况 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、准确性和完整性承 担法律责任。 特 ...

Core Insights - Gansu listed companies reported robust growth in the first three quarters of 2025, achieving record-high revenues and total assets exceeding 900 billion yuan, showcasing the resilience and transformation of the regional industry [1] Revenue Performance - In the first three quarters of 2025, 34 A-share listed companies in Gansu achieved a total revenue of 1730.47 billion yuan, marking a historical high with a year-on-year increase of 2.69%, accounting for 17.36% of the local GDP [1] - Three companies surpassed 10 billion yuan in revenue, with Baiyin Nonferrous Metals leading at 726.43 billion yuan, followed by Jiugang Hongxing at 237.57 billion yuan and Huatian Technology at 123.80 billion yuan [2][3] Profitability - Gansu listed companies collectively reported a net profit of 52.65 billion yuan, a significant year-on-year increase of nearly 62%, ending a downward trend since 2022 [3] - 23 companies achieved profitability, with 13 companies reporting net profits exceeding 1 billion yuan, while only 5 companies incurred losses exceeding 1 billion yuan [3][4] Asset Growth - By the end of the third quarter, total assets of Gansu listed companies reached 9338.73 billion yuan, a historical high with a year-on-year growth of 8.57% [6] - The number of companies with total assets exceeding 100 billion yuan remained at 12, with Lanzhou Bank being the first in the region to surpass 500 billion yuan in total assets [6][7] Net Asset Increase - Total net assets of Gansu listed companies reached 2050.64 billion yuan, marking the first time exceeding 2000 billion yuan, with a year-on-year growth of 5.59% [9] - Eight companies reported net assets exceeding 100 billion yuan, with Lanzhou Bank being the first to exceed 400 billion yuan [9][11] Cash Flow - Operating cash flow for Gansu listed companies reached 251.86 billion yuan, a year-on-year increase of 492.09%, nearing the historical high of 254.33 billion yuan in 2021 [13] - Four companies reported cash inflows exceeding 20 billion yuan, with Lanzhou Bank being the first to exceed 100 billion yuan in operating cash flow [13][14] R&D Investment - Total R&D expenditure for Gansu listed companies was 3.173 billion yuan, maintaining a historical high despite a slight year-on-year decline [16] - Eight companies reported R&D expenses exceeding 1 billion yuan, with Huatian Technology leading the expenditure [16][17] Sector Performance - The technology sector, represented by Huatian Technology, showed strong growth with revenues reaching 123.8 billion yuan, a year-on-year increase of 17.55%, and net profit of 5.43 billion yuan, up 51.98% [20] - The resource sector, led by Baiyin Nonferrous Metals, showed recovery with revenue growth of 5.21% and a reduction in losses [22] - The power sector, represented by Gansu Energy, achieved revenue of 65.25 billion yuan, a year-on-year increase of 0.64%, and net profit of 15.82 billion yuan, up 14.16% [23][24]

Core Insights - Gansu listed companies demonstrated robust growth in the first three quarters of 2025, achieving record-high revenues and total assets exceeding 900 billion yuan, showcasing regional industrial resilience and transformation vitality [1] Revenue Performance - The total revenue of 34 A-share listed companies in Gansu reached 1730.47 billion yuan, marking a historical high for the same period, with a year-on-year growth of 2.69%, accounting for 17.36% of the local GDP [2] - Three companies surpassed 10 billion yuan in revenue, with Baiyin Nonferrous Metals achieving 726.43 billion yuan, Jiuquan Iron & Steel at 237.57 billion yuan, and Huatian Technology at 123.80 billion yuan [4] Profitability - Gansu listed companies collectively reported a net profit of 52.65 billion yuan, a significant year-on-year increase of nearly 62%, ending a downward trend since 2022 [6] - Approximately 67.65% of companies reported profits, with 13 companies exceeding 1 billion yuan in net profit, an increase from the previous year [8] Asset Growth - Total assets of Gansu listed companies reached 9338.73 billion yuan, the first time surpassing 900 billion yuan, with a year-on-year growth of 8.57%, the highest growth rate in nearly five years [10] - The number of companies with assets exceeding 10 billion yuan remained stable at 12, with Lanzhou Bank being the first to exceed 500 billion yuan in total assets [12] Net Asset Increase - Total net assets reached 2050.64 billion yuan, marking the first time surpassing 200 billion yuan, with a year-on-year growth of 5.59% [14] - Eight companies reported net assets exceeding 10 billion yuan, with Lanzhou Bank being the first to exceed 40 billion yuan [16] Cash Flow - Operating net cash flow reached 251.86 billion yuan, a year-on-year increase of 492.09%, nearing the historical high of 254.33 billion yuan in 2021 [18] - Twelve companies reported operating net cash inflows exceeding 1 billion yuan, with Lanzhou Bank leading with over 100 billion yuan [21] R&D Investment - R&D expenditures totaled 31.73 billion yuan, maintaining a historical high, despite a slight decrease compared to the previous year [23] - Eight companies reported R&D expenses exceeding 1 billion yuan, with Huatian Technology leading the way [25] Sector Performance - The technology sector, represented by Huatian Technology, showed strong growth with revenues of 123.8 billion yuan, a year-on-year increase of 17.55% [27] - The resource sector, led by Baiyin Nonferrous Metals, exhibited recovery, with revenue growth of 5.21% [28] - The power sector, represented by Gansu Energy, achieved revenue of 65.25 billion yuan, a year-on-year increase of 0.64% [29]

Core Viewpoint - Huatian Technology (002185.SZ) is in the process of acquiring Huayi Microelectronics, as stated on the investor interaction platform [1] Group 1 - The acquisition of Huayi Microelectronics is currently underway [1]

Group 1 - The core viewpoint of the article is that Huatian Technology (002185.SZ) has successfully mastered DDR5 DRAM packaging technology, and related packaging products have already entered mass production [1]