上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于安徽富乐德科技发展股份有限公司 2024年年度股东大会的 法律意见书 上海市锦天城（深圳）律师事务所 地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21、22、23 层 电话：0755-82816698 传真：0755-82816898 上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于安徽富乐德科技发展股份有限公司 2024年年度股东大会的法律意见书 致：安徽富乐德科技发展股份有限公司 上海市锦天城（深圳）律师事务所（以下简称"本所"）接受安徽富乐德科 技发展股份有限公司（以下简称"公司"）的委托，指派本所律师出席公司2024 年年度股东大会（以下简称"本次股东大会"），并对本次股东大会的相关事项 进行见证。现根据《中华人民共和国公司法》（以下简称"《公司法》"）等有 关法律、法规和规范性文件的规定以及《安徽富乐德科技发展股份有限公司章程》 （以下简称"《公司章程》"）、《安徽富乐德科技发展股份有限公司股东大会 议事规则》（以下简称"《股东大会议事规则》"），本所律师就公司本次股东 大会的召 ...

Group 1 - The core viewpoint of the news is that the recent approval of a merger and acquisition project by Fulede marks the first successful case under the new restructuring regulations, indicating a significant shift in the M&A landscape in China [1][2] - Since the introduction of the "M&A Six Guidelines" in September 2024, the Shenzhen market has seen a substantial increase in M&A activities, with 817 disclosed transactions totaling 379.7 billion, representing year-on-year growth of 63% and 111% respectively [1] - The new regulations have led to a notable rise in major asset restructurings, with 99 transactions amounting to 178.4 billion, reflecting year-on-year increases of 219% and 215% [1] Group 2 - The revised regulations by the China Securities Regulatory Commission (CSRC) aim to simplify the approval process and enhance the inclusivity of the M&A market, thereby facilitating quicker resource integration for companies [2] - The new rules introduce a classification system for regulatory standards, increasing tolerance for same-industry competition and related transactions, while also adjusting requirements for improving financial conditions [2][3] - The regulations encourage private equity funds to participate in M&A activities by implementing a "reverse linkage" mechanism for investment and lock-up periods, which is expected to enhance market liquidity [3] Group 3 - The Shenzhen Stock Exchange plans to continue improving the M&A restructuring system and enhance regulatory services to support the quality of listed companies [4] - There is a strong emphasis on maintaining regulatory oversight to prevent market irregularities such as false restructurings and excessive speculation, ensuring a stable development of the M&A market [4]

研 究 专 题 定增双周报 2025 年 06 月 09 日 新增数量维持高位，解禁收益均为正 ——定增市场双周报 2025.05.26-2025.06.08 本期投资提示： 新 股 发 行 证 券 研 究 报 告 证券分析师 彭文玉 A0230517080001 pengwy@swsresearch.com 朱敏 A0230524050004 zhumin@swsresearch.com 任奕璇 A0230525050002 renyx2@swsresearch.com 研究支持 朱敏 A0230524050004 zhumin@swsresearch.com 联系人 朱敏 (8621)23297818× zhumin@swsresearch.com 请务必仔细阅读正文之后的各项信息披露与声明 本研究报告仅通过邮件提供给 中庚基金 使用。1 相关研究 - ⚫ 新增项目维持高位，存量项目环比增加。截至 2025 年 6 月 9 日，上两周（5 月 26 日至 6 月 8 日）新增 21 宗定增项目（其中竞价 11 宗），环比持平；终止 11 宗（其中竞价 5 宗）， 环比增加 1 宗；发审委通过 10 宗（其 ...

Group 1: M&A Market Dynamics - The A-share market is experiencing a surge in mergers and acquisitions (M&A) following the release of new regulations, with companies showing increased enthusiasm for M&A activities [1] - The first project approved under the new M&A regulations was announced by Fulede, marking a significant milestone in the A-share market [2] - Companies like Haiguang Information and Zhongke Shuguang are planning significant mergers, indicating a trend towards consolidation in the semiconductor and high-end equipment sectors [3] Group 2: Policy Impact and Company Strategies - Positive signals from policy changes are enhancing the investment value of listed companies, prompting many to seek M&A opportunities to strengthen their core businesses and improve industry chain integration [4] - Some companies have halted their M&A plans due to disagreements on transaction terms and changes in market conditions, reflecting a cautious approach to M&A activities [5] - Despite some terminations, companies like Ningbo Fuda and Donghu High-tech continue to explore M&A paths, focusing on strategic emerging industries for future growth [6] Group 3: Market Statistics and Future Outlook - Since the introduction of the "M&A Six Articles" in September 2023, there has been a notable increase in M&A activities, with 1,076 new transactions announced in the past six months, a 9.6% year-on-year increase [8] - The electronics sector leads in new M&A cases, with significant activity also observed in automotive, computing, machinery, pharmaceuticals, basic chemicals, and power equipment industries [8] - Continuous policy support is expected to provide a larger development space for the M&A market, enhancing the investment value of listed companies and overall market vitality [8]

Core Viewpoint - The A-share market is experiencing a significant increase in merger and acquisition (M&A) activities, driven by supportive policies and a more active market environment, which is expected to facilitate resource integration and transformation for companies [1][4][7]. M&A Activity Summary - From September 24, 2024, to May 23, 2025, there were 1,076 newly announced M&A transactions in the A-share market, representing a year-on-year increase of 9.6% [1][4]. - The Sci-Tech Innovation Board and the Growth Enterprise Market accounted for 359 M&A transactions, with a year-on-year growth of 12.9% [1]. - Major asset restructurings reached 135 cases, showing a substantial year-on-year increase of 114.3% [1]. New Transaction Models - Anhui Fulede Technology Development Co., Ltd. became the first company to pass the restructuring review under the new regulations, utilizing a combination of share issuance and convertible bonds for payment [2][3]. - The transaction involved 59 counterparties, showcasing innovative payment methods to meet diverse compensation requirements [3]. - Hunan Friendship Apollo Commercial Co., Ltd. announced a strategic shift to the power semiconductor sector through an acquisition, aiming to enhance its profitability and growth potential [3]. Regulatory Changes - The "National Nine Articles" introduced in April 2024 emphasized the need for M&A reform to invigorate the market [4]. - The China Securities Regulatory Commission (CSRC) released the "Six Articles on M&A" on September 24, 2024, focusing on enhancing support for industrial integration and improving regulatory flexibility [4]. - The revised "Major Asset Restructuring Management Measures" published on May 16, 2025, aims to simplify review processes and promote innovative transaction tools [4]. Market Trends - Since the release of the "Six Articles," the Shenzhen Stock Exchange has reported a total of 817 M&A transactions with a combined value of 379.7 billion yuan, reflecting a year-on-year increase of 63% in volume and 111% in value [5][6]. - Major asset restructurings in the Shenzhen market totaled 99 transactions, amounting to 178.4 billion yuan, with year-on-year increases of 219% in volume and 215% in value [6]. - The majority of new restructuring projects are focused on industries such as semiconductors, basic chemicals, information technology, and equipment manufacturing [6]. Opportunities for Securities Firms - The ongoing M&A activities present new growth opportunities for securities firms, as the revised regulations are expected to lower costs and enhance the incentive mechanisms for all parties involved [7]. - The implementation of the new measures is likely to boost revenues for financial advisory services and improve the bargaining power for value-added services [7]. - The changes are anticipated to optimize resource allocation within the securities industry, leading to increased concentration and efficiency [7].

Group 1 - Core viewpoint: Anhui Fulede Technology Development Co., Ltd. has received approval from the Shenzhen Stock Exchange's M&A Review Committee for its asset acquisition and fundraising plan, marking the first approved restructuring project in the A-share market following the new restructuring regulations [2][5] - The company plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd. from 59 trading parties, while also raising supporting funds from no more than 35 specific investors [4] - The transaction price is set at 6.55 billion yuan, with a premium rate of 115.71%. The payment includes 6.19 billion yuan through share issuance and 360 million yuan through convertible bonds, with an initial conversion price of 16.30 yuan per share [5] Group 2 - The approval process has shown significant efficiency improvements, with the review completed just one week after the company disclosed its acquisition intentions [5] - Following the implementation of the new major asset restructuring regulations by the CSRC on May 16, the capital market has seen a surge in M&A activities, with the number of major asset restructurings increasing by 3.3 times year-on-year and transaction amounts soaring by 11.6 times [6] - The new regulations introduced a "2+5+5" simplified review process, allowing for rapid approvals of transactions such as mergers and acquisitions, with the fastest registration for ChiNext companies taking only 12 days, a 60% acceleration compared to the previous rules [6]

Investment Rating - The report maintains an "Overweight" rating for the semiconductor industry, particularly focusing on domestic EDA companies due to recent developments in U.S. export restrictions [2]. Core Insights - The U.S. has implemented a comprehensive technology blockade against China's semiconductor industry, affecting chip design, manufacturing, and verification processes. This blockade is executed through the ECCN classification system, targeting EDA tools and advanced IP cores [8][9]. - The blockade's impact is expected to create significant challenges for China's semiconductor sector, necessitating a complete ecological reconstruction within five years under extreme technological pressure [9][10]. - Domestic EDA companies are anticipated to benefit from the current geopolitical climate, with market shares expected to rise as they fill gaps left by foreign companies [29]. Industry Tracking - The electronic industry showed mixed performance during the week of May 26 to May 30, 2025, with the overall index down by 0.59%. The component sector saw a rise of 2.21%, while the optical and semiconductor sectors experienced declines [16][21]. - The top five gainers in the electronic sector included Yuanwanggu, Shangluo Electronics, and Tianjin Printron, while the biggest losers were Tailong Co., Fuliwang, and Maolai Optics [16][18]. Industry News - The U.S. plans to restrict EDA software exports, leading to a surge in domestic EDA company stock prices. This news has prompted a collective rise in A-share EDA concept stocks [29]. - A significant carbon-silicon wafer factory has commenced operations in Wuhan, with an annual capacity of 360,000 pieces, aimed at supporting the electric vehicle market [55]. - The largest semiconductor display production line in China has begun mass production, marking a significant advancement in high-end display technology [48].

Group 1 - The core point of the news is that Fulede's asset acquisition project has been approved by the Shenzhen Stock Exchange's restructuring committee, marking it as the first restructuring project to pass under the new regulations in the A-share market [2][3] - The restructuring involves a combination of issuing shares and targeted convertible bonds, which is a novel approach since the release of the "Six Merger Rules" [3] - Fulede focuses on the semiconductor and display panel sectors, providing precision cleaning services and related value-added services [3][4] Group 2 - The acquisition aims to integrate high-quality semiconductor industry resources within the group, enhancing the company's core competitiveness and ability to provide high-value comprehensive services [4] - Since the announcement of the "Six Merger Rules" in September last year, there has been a significant increase in merger and acquisition activities, with 817 disclosed transactions amounting to 379.7 billion yuan, representing year-on-year growth of 63% and 111% respectively [5] - The Shenzhen Stock Exchange is actively supporting mergers and acquisitions to facilitate technological innovation and the development of new productive forces [5][6]

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安徽富乐德科技发展股份有限公司 发行股份、可转换公司债券 购买资产并募集配套资金暨关联交易报告书 | 项 | 目 | 交易对方名称 | 发行股份、可转换公司债券购买 | 上海申和投资有限公司等 | 名江苏富乐华半导体科 | 59 | | --- | --- | --- | --- | --- | --- | --- | | 资产 | 技股份有限公司股东 | | | | | | 证券代码：301297 证券简称：富乐德 上市地点：深圳证券交易所 （草案）（注册稿） 募集配套资金的发行对象 不超过 35 名符合中国证监会规定的特定投资者 签署日期：二〇二五年五月 发行股份、可转换公司债券购买资产并募集配套资金暨关联交易报告书（草案） 上市公司声明 本公司及全体董事、监事、高级管理人员保证本草案及其摘要内容不存在虚 假记载、误导性陈述或者重大遗漏，并对其真实性、准确性和完整性承担个别和 连带的法律责任。 本公司全体董事、监事、高级管理人员保证本草案及其摘要所引用的相关数 据的真实性和合理性。 本草案所述事项并不代表中国证监会、深圳证券交易所对于本次重组相关事 项的实质性判断、确认或批准。本草案所述本次重组相关事项的 ...