国浩律师（南京）事务所 关 于 昆山新莱洁净应用材料股份有限公司 2024 年年度股东会 之 法律意见书 南京市汉中门大街 309 号 B 座 5/7/8 层 邮编：210036 5,7,8th Floor, Block B, 309 Hanzhongmen Street, Nanjing 210036, China 电话/Tel: +86 25 8966 0900 传真/Fax: +86 25 8966 0966 网址/Website: http://www.grandall.com.cn 2025 年 5 月 | 一、 | 关于本次股东会的召集、召开程序 | 2 | | --- | --- | --- | | 二、 | 关于本次股东会出席人员的资格和召集人资格 | 3 | | 三、 | 关于本次股东会的表决程序及表决结果 | 4 | | 四、 | 结论意见 | 8 | | | 签署页 | 9 | 国浩律师(南京)事务所 法律意见书 国浩律师（南京）事务所 关于昆山新莱洁净应用材料股份有限公司 2024年年度股东会之法律意见书 致：昆山新莱洁净应用材料股份有限公司 根据《中华人民共和国公司法》（以下简称"《 ...

证券代码：300260 证券简称：新莱应材 公告编号：2025-016 昆山新莱洁净应用材料股份有限公司 2024 年年度股东会决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1. 本次股东会无变更、否决议案； 2. 本次股东会未涉及变更前次股东会决议的情况； 3. 本次股东会以现场投票和网络投票相结合的方式。 一、会议召开和出席情况 1、昆山新莱洁净应用材料股份有限公司（以下简称"公司"）于2025年4月29 日以公告形式发布了《关于召开2024年年度股东会的通知》。 2、会议召开方式：本次股东会采取现场投票和网络投票相结合的方式召开。 3、会议召开时间： （1）现场会议召开时间2025年5月27日（星期二）下午2:30； （2）通过深圳证券交易所交易系统进行网络投票的时间为2025年5月27日 （星期二）9:15-9:25、9:30-11:30、13:00-15:00； （3）通过深圳证券交易所互联网系统（http://wltp.cninfo.com.cn）投票的具 体时间为2025年5月27日（星期二）9:15至15:00的任意时间。 4 ...

Financial Performance - The company achieved a main business revenue of ¥2,849,010,699.66, an increase of 5.08% compared to the previous year [2] - Operating costs amounted to ¥2,116,342,273.15, rising by 4.49% year-on-year [2] - Total expenses were ¥458,067,089.90, up 11.76% from the previous year [2] - Operating profit reached ¥269,379,299.40, a 2.71% increase year-on-year [2] - Total profit was ¥261,385,900.65, showing a slight decrease of 0.30% compared to the previous year [2] - Net profit attributable to shareholders was ¥226,343,097.57, down 4.05% year-on-year [3] Future Growth Drivers - Accelerated domestic substitution in the semiconductor business, benefiting from recovering market demand and the trend of localizing key components [4] - Increased market share and cost optimization in the food sector, despite reduced downstream demand [4] - Enhanced R&D investment and product upgrades, focusing on high-end semiconductor components to improve competitiveness and profitability [4] Industry Outlook - The semiconductor sector is expected to see continued demand growth, particularly in high-barrier areas such as vacuum systems and specialty gas pipelines [6][7] - The biopharmaceutical field is driven by global innovation in drug development, leading to steady demand for high-end sterile pipelines and consumables [7] - Despite reduced demand from downstream customers in the food sector, the company is increasing its market share among domestic clients [7] - The trend towards smart and green upgrades in the industry will favor companies with technological synergies and scale advantages [7]

Investment Rating - The report maintains a positive outlook on the semiconductor equipment and components industry, highlighting the acceleration of domestic substitution under the trend of self-control [2][3]. Core Viewpoints - The semiconductor equipment sector continues to experience high revenue growth, with a notable increase in profitability. The selected 14 semiconductor equipment companies achieved total revenues of 732.2 billion and 177.4 billion yuan for 2024 and Q1 2025, respectively, representing year-on-year growth of 33% and 37% [2][7]. - The domestic semiconductor equipment manufacturers are accelerating their platform layout, and the process of domestic substitution for components is speeding up. The report emphasizes the increasing demand for semiconductor equipment and components driven by the expansion of advanced logic and memory manufacturers [2][3]. - The report recommends focusing on key players in the semiconductor equipment sector, particularly those involved in platformization and low domestic substitution rates [2][3]. Summary by Sections Semiconductor Equipment - Revenue: The semiconductor equipment sector maintained high growth, with revenues of 732.2 billion yuan in 2024 and 177.4 billion yuan in Q1 2025, reflecting year-on-year increases of 33% and 37% [2][7]. - Profit: The total net profit attributable to shareholders for the semiconductor equipment companies was 119.0 billion yuan in 2024 and 25.8 billion yuan in Q1 2025, with year-on-year growth of 15% and 37% [12][16]. - Orders: The total contract liabilities for semiconductor equipment companies reached 192.1 billion yuan in 2024 and 199.1 billion yuan in Q1 2025, indicating a year-on-year increase of 14.1% and 6.3% [34]. Semiconductor Components - Revenue: The four selected semiconductor component companies achieved total revenues of 113.4 billion yuan in 2024 and 24.7 billion yuan in Q1 2025, with year-on-year growth of 9% and a decline of 6% [52][57]. - Profit: The net profit attributable to shareholders for the semiconductor component companies was 16.1 billion yuan in 2024 and 2.0 billion yuan in Q1 2025, showing a decline of 5% and 45% year-on-year [57][63]. - Cash Flow: The operating cash flow for the semiconductor component companies improved significantly in 2024, with a net cash flow of 10.9 billion yuan, but faced short-term pressure in Q1 2025 with a net cash flow of 2.6 billion yuan [62][66]. Investment Recommendations - The report recommends focusing on key players in the semiconductor equipment sector, including platformization equipment manufacturers and those with low domestic substitution rates [2][3].

Investment Rating - The report maintains a positive outlook on the semiconductor equipment and components industry, highlighting the acceleration of domestic substitution under the trend of self-control [2][3]. Core Viewpoints - The semiconductor equipment sector continues to experience high revenue growth, with a notable increase in profitability. The selected 14 semiconductor equipment companies achieved total revenues of 732.2 billion and 177.4 billion yuan for 2024 and Q1 2025, respectively, representing year-on-year growth of 33% and 37% [2][7]. - The report emphasizes the trend of domestic substitution in semiconductor equipment and components, driven by the expansion of advanced logic and memory manufacturers, as well as the increasing demand for domestic equipment [2][3]. Summary by Sections 1. Semiconductor Equipment - Revenue: The semiconductor equipment sector maintained high growth, with total revenues of 732.2 billion yuan in 2024 and 177.4 billion yuan in Q1 2025, reflecting year-on-year increases of 33% and 37% [2][7]. - Profit: The total net profit attributable to shareholders for the semiconductor equipment companies was 119.0 billion yuan in 2024 and 25.8 billion yuan in Q1 2025, with year-on-year growth of 15% and 37% [12][16]. - Orders: The total contract liabilities for semiconductor equipment companies reached 192.1 billion yuan in 2024 and 199.1 billion yuan in Q1 2025, indicating a year-on-year increase of 14.1% and 6.3% [34]. 2. Semiconductor Components - Revenue: The four selected semiconductor component companies achieved total revenues of 113.4 billion yuan in 2024 and 24.7 billion yuan in Q1 2025, with year-on-year growth of 9% and a decline of 6% [52][57]. - Profit: The total net profit attributable to shareholders for the semiconductor component companies was 16.1 billion yuan in 2024 and 2.0 billion yuan in Q1 2025, showing a decline of 5% and 45% year-on-year [57][63]. - Cash Flow: The operating cash flow for the semiconductor component companies improved significantly in 2024, with a net cash flow of 10.9 billion yuan, but faced short-term pressure in Q1 2025 with a net cash flow of 2.6 billion yuan [62][66]. 3. Investment Recommendations - The report recommends focusing on platform-based equipment manufacturers such as North China Huachuang and Zhongwei Company, as well as component manufacturers like Xinlai and Fuchuang Precision [2][3].

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The semiconductor business continues to grow, with significant new orders driven by major clients [3] - The company is benefiting from the U.S. sanctions, leading to accelerated domestic replacements in semiconductor valves and other components [6] - The establishment of a new subsidiary focused on liquid cooling solutions for data centers indicates a strategic expansion into a new growth area [8] Financial Performance Summary - In 2024, the company achieved revenue of 2.849 billion yuan, a year-on-year increase of 5.08%, while Q1 2025 revenue was 673 million yuan, a decrease of 2.33% [3] - The net profit attributable to the parent company for 2024 was 226 million yuan, down 4.05% year-on-year, primarily due to inventory impairment losses and tax expenses [4] - For Q1 2025, the net profit attributable to the parent company was 50.99 million yuan, a decline of 25.56% year-on-year [5] Market and Competitive Landscape - The domestic semiconductor gas/liquid path component market is projected to exceed 25 billion yuan by 2025, with significant opportunities in semiconductor valves and related components [7] - The current domestic market penetration for high-end valves is estimated to be below 15%, indicating substantial room for domestic replacements [7] Future Projections - Revenue forecasts for 2025 and 2026 have been adjusted to 3.197 billion yuan and 3.800 billion yuan, respectively, reflecting a year-on-year growth of 12.2% and 18.9% [9] - The net profit forecasts for 2025 and 2026 are set at 306 million yuan and 401 million yuan, with expected growth rates of 35.3% and 31.0% [9]

Group 1 - The core viewpoint of the article highlights the significant rise in the stock prices of companies related to photolithography machines and photoresists, indicating a bullish trend in this sector [1] - Kaimeteqi's stock reached the daily limit, while Feikai Materials saw an increase of over 10%, showcasing strong market performance [1] - Other companies such as Xinlai Materials, Jiuri New Materials, Qiangli New Materials, Gaomeng New Materials, and Yida Co. also experienced stock price increases of over 5%, reflecting a broader positive sentiment in the industry [1]

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - The company's semiconductor business has exceeded expectations, with a revenue increase of 30% year-on-year, indicating a potential new growth point in semiconductor components [3] - The company has increased its investment in new product development, launching several new products aimed at high-purity applications and ultra-clean industries [3] - The forecast for the company's net profit for 2025-2026 has been adjusted downwards due to performance slowdown, with new estimates for 2027 net profit set at 581 million [3] Financial Summary - Total revenue for 2023 is projected at 2,711 million, with a year-on-year growth of 3.49% [1] - The net profit attributable to the parent company for 2023 is expected to be 235.90 million, reflecting a year-on-year decrease of 31.58% [1] - The earnings per share (EPS) for 2023 is estimated at 0.58 yuan, with a price-to-earnings (P/E) ratio of 55.01 [1] - The company anticipates total revenue of 3,503 million in 2025, representing a year-on-year growth of 22.96% [1] - The projected net profit for 2025 is 312.82 million, with a growth rate of 38.20% [1]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company's progress in the semiconductor business has exceeded expectations, with a focus on developing new products such as pressure control valves and high-performance ALD valves, leading to a revenue increase of 30% year-on-year in the semiconductor segment [3] - The company has established a joint venture to provide liquid cooling solutions for critical industries, enhancing its market position [3] - Due to a slowdown in performance, the profit forecast for 2025-2026 has been adjusted downwards, but the company is still expected to maintain high growth in the semiconductor parts business, justifying the "Accumulate" rating [3] Financial Summary - Total revenue for 2024 is projected at 28.49 billion yuan, a year-on-year increase of 5.1%, with the semiconductor business contributing 8.6 billion yuan, up 30% [8] - The net profit attributable to the parent company for 2024 is expected to be 2.26 billion yuan, down 4.1% year-on-year [8] - The earnings per share (EPS) for 2025 is estimated at 0.77 yuan, with a dynamic P/E ratio of 41.48 times [1][3] - The company’s operating cash flow for 2024 is projected to be 4.26 billion yuan, a significant increase of 94% year-on-year [8]

Group 1: New Lai Materials - New Lai Materials specializes in clean application materials and high-purity materials, with projected revenue of 2.849 billion yuan in 2024, representing a year-on-year growth of 5.08% [1] - The company benefits from the trend of semiconductor localization, with a forecasted revenue decline of 2.33% in Q1 2025 [1] - The semiconductor market is expected to reach 611.2 billion USD in 2024, while the sterile packaging market is projected to reach 19.49 billion USD by 2031 [1] - New Lai Materials has entered the sterile packaging market through the acquisition of Shandong Bihai and is now part of the supply chain for top domestic and international companies [1] - The company aims to continue promoting domestic substitution, focusing on the semiconductor equipment and component market, and adheres to a "equipment + packaging materials" model [1] Group 2: China Resources Microelectronics - China Resources Microelectronics is focusing on high-growth areas such as automotive electronics and new energy, with expected growth rates of 15% for MOSFETs and 50% for IGBTs [2] - The gross margin is projected to decline by 1.1 percentage points in Q1 2025 due to increased depreciation from the launch of a high-end mask factory and a decrease in IC product prices [2] - The company anticipates capital expenditures of 2 billion yuan in 2025, primarily for capacity ramp-up and equipment investment in packaging and testing [2] - The utilization rate of the 12-inch production line in Chongqing is 70%, while the Shenzhen 12-inch production line is in the capacity ramp-up phase [2] - The product mix includes automotive electronics (21%), new energy (20%), home appliances (18%), industrial equipment (16%), and communication equipment (9%) [2] - The silicon carbide product line is expanding, with automotive-grade SiC MOS and SiC modules undergoing testing with automotive companies [2] - The industry is showing a mild recovery trend, with product prices expected to stabilize within a certain range [2]