晶合集成: 中国国际金融股份有限公司关于合肥晶合集成电路股份有限公司拟对外投资暨关联交易的核查意见

Core Viewpoint - The company, Hefei Jinghe Integrated Circuit Co., Ltd., is planning to invest in and establish Anhui Jingmei Photomask Co., Ltd. to enhance its photomask production capabilities, which are crucial for the semiconductor industry, particularly for 28nm and above process nodes [1][2][3]. Summary by Sections 1. Overview of Related Transactions - The company is establishing a photomask production line, with the first semiconductor photomask produced in July 2024, filling a gap in Anhui Province [1]. - The investment aims to separate the photomask business for independent operation, enhancing market competitiveness and operational flexibility [2]. 2. Investment Details - The company plans to invest a total of 1.195 billion yuan in Anhui Jingmei, with its own contribution being 200 million yuan, representing a 16.67% equity stake post-investment [3][4]. - The investment will involve multiple investors, including Hefei State-owned Capital Venture Investment Co., Ltd. and Hefei Jianxiang Investment Co., Ltd. [3]. 3. Related Party Transactions - The transaction is classified as a related party investment due to the involvement of companies controlled by the company's major shareholder [4]. - The company has not previously held any equity in Anhui Jingmei, and the transaction does not affect its independence or financial status significantly [4][5]. 4. Financial and Operational Impact - Anhui Jingmei has not yet commenced operations, and its financials currently show zero assets and liabilities [13]. - The investment is expected to enhance the company's supply chain stability and overall competitiveness in the semiconductor industry [22]. 5. Governance and Compliance - The investment proposal has been approved by the company's board and independent directors, ensuring compliance with relevant regulations [23][25]. - The pricing for the investment is deemed fair and reasonable, with no adverse effects on the interests of shareholders, particularly minority shareholders [25].