上海荣正企业咨询服务（集团）股份有限公司 关 于 证券简称：华海清科 证券代码：688120 华海清科股份有限公司 2023 年限制性股票激励计划 预留授予部分第一个归属期归属条件成就 之 独立财务顾问报告 2025 年 10 月 | | | | 4 | | --- | --- | --- | --- | | | | œ | | | . | . | | 4 | | | | 一、释 义 以下词语如无特殊说明，在本文中具有如下含义： （四）本独立财务顾问提请上市公司全体股东认真阅读上市公司公开披露 的关于本次限制性股票激励计划的相关信息。 （五）本独立财务顾问本着勤勉、审慎、对上市公司全体股东尽责的态度， 依据客观公正的原则，对本次限制性股票激励计划预留授予部分第一个归属期 归属涉及的事项进行了深入调查并认真审阅了相关资料，调查的范围包括上市 公司章程、董事会及股东大会决议、相关公司财务报告、公司的生产经营计划 等，并和上市公司相关人员进行了有效的沟通，在此基础上出具了本独立财务 顾问报告，并对报告的真实性、准确性和完整性承担责任。 本独立财务顾问报告系按照《公司法》《证券法》《管理办法》等法律、 法规和规范性文 ...

北京市朝阳区建外大街甲 14 号广播大厦 5/9/10/13/17 层 电话：010-65219696；传真：010-88381869 北京海润天睿律师事务所 关 于 华海清科股份有限公司 2023 年限制性股票激励计划 预留授予部分第一个归属期 归属条件成就事项的 法律意见书 二○二五年十月 法律意见书 北京海润天睿律师事务所 关于华海清科股份有限公司 2023 年限制性股票激励计划 预留授予部分第一个归属期归属条件成就事项的 法律意见书 致：华海清科股份有限公司 北京海润天睿律师事务所接受华海清科股份有限公司（以下简称"华海清科"、 "公司"）的委托，根据《中华人民共和国公司法》（以下简称《公司法》）、《中 华人民共和国证券法》（以下简称《证券法》）、《上市公司股权激励管理办法》 （以下简称《管理办法》）、上海证券交易所（以下简称"上交所"）发布的《上 海证券交易所科创板股票上市规则》（以下简称《上市规则》）、《科创板上市公 司自律监管指南第 4 号——股权激励信息披露》（以下简称《科创板自律监管指南 第 4 号》）等有关法律、法规、规范性文件和中国证券监督管理委员会（以下简称 "中国证监会"）其他有关规 ...

Financial Performance - The company's operating revenue for Q3 2025 reached ¥1,244,203,445.71, representing a year-on-year increase of 30.28%[4] - The total profit for the period was ¥319,013,277.14, showing a slight decrease of 0.75% compared to the same period last year[4] - Net profit attributable to shareholders was ¥285,996,698.71, down by 0.71% year-on-year[4] - Total operating revenue for the first three quarters of 2025 reached ¥3,193,795,521.45, a significant increase of 30.2% compared to ¥2,451,543,658.03 in the same period of 2024[18] - Net profit for the first three quarters of 2025 was ¥791,422,825.58, representing a 9.8% increase from ¥720,702,833.04 in the same period of 2024[19] - Earnings per share for the first three quarters of 2025 were ¥2.25, compared to ¥2.05 in the same period of 2024, reflecting a growth of 9.8%[20] - The company reported a total comprehensive income of ¥789,300,793.17 for the first three quarters of 2025, compared to ¥718,938,363.33 in the same period of 2024, marking an increase of 9.8%[20] Research and Development - Research and development (R&D) expenses totaled ¥129,658,102.56 for the quarter, an increase of 47.56% year-on-year, accounting for 10.42% of operating revenue[4][9] - The company continues to focus on enhancing its core technology and innovation capabilities through increased R&D investment and talent development[9] - Research and development expenses for the first three quarters of 2025 were ¥376,300,174.35, up from ¥255,510,813.74 in the previous year, reflecting a focus on innovation[19] Assets and Liabilities - The total assets of the company at the end of the reporting period were ¥12,513,333,546.09, reflecting a growth of 6.49% from the end of the previous year[5] - The company's total current assets as of September 30, 2025, amount to ¥9,311,572,768.42, an increase from ¥8,832,012,584.58 at the end of 2024[14] - The total assets of the company are ¥12,513,333,546.09, compared to ¥11,750,821,583.13 at the end of 2024[15] - The total liabilities amount to ¥4,258,224,328.04, slightly up from ¥4,185,740,123.30 at the end of 2024[15] - Total liabilities as of the end of the reporting period amounted to ¥5,311,176,968.52, slightly up from ¥5,270,511,451.80 in the previous year[16] - The total equity attributable to shareholders increased by 11.26% to ¥7,202,156,577.57 compared to the end of the previous year[5] - Total equity attributable to shareholders reached ¥7,202,156,577.57, an increase from ¥6,473,073,313.93 year-over-year[16] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥424,493,634.92, down by 51.55% compared to the previous year[4][9] - Cash flow from operating activities for the first three quarters of 2025 was ¥3,165,771,120.76, compared to ¥2,774,464,398.49 in the same period of 2024, indicating a growth of 14.1%[21] - The net cash flow from operating activities was 424,493,634.92, a decrease of 51.6% compared to 876,222,630.75 from the previous period[22] - Total cash inflow from investment activities was 3,010,619,701.39, down 32.2% from 4,440,175,651.82 in the prior period[22] - The net cash flow from investment activities was -912,779,314.47, worsening from -559,232,349.64 year-over-year[22] - Cash flow from financing activities resulted in a net outflow of -218,299,311.85, compared to -331,362,412.43 previously[24] - The total cash and cash equivalents at the end of the period were 1,942,449,545.82, down from 2,461,079,726.62 at the end of the previous period[24] Shareholder Information - The total number of common shareholders at the end of the reporting period is 28,859[11] - The largest shareholder, Qingkong Chuangye Investment Co., Ltd., holds 99,460,887 shares, accounting for 28.14% of the total shares[11] - The company has no significant changes in the top 10 shareholders or their participation in margin trading[12] Operational Status - The company has expanded its market share in the integrated circuit industry, particularly in CMP products, leading to increased revenue from key consumables and maintenance services[9] - There are no other significant reminders regarding the company's operational status during the reporting period[13]

Core Insights - Huahai Qingke reported a third-quarter revenue of 1.244 billion yuan, representing a year-on-year increase of 30.28% [1] - The net profit for the third quarter was 286 million yuan, showing a slight decline of 0.71% [1] - For the first three quarters, the total revenue reached 3.194 billion yuan, also reflecting a year-on-year growth of 30.28% [1] - The net profit for the first three quarters was 791 million yuan, which is a year-on-year increase of 9.81% [1]

Core Insights - The mechanical equipment industry experienced a 5.3% increase from October 20 to October 24, 2025, ranking 4th among 31 primary industries [2][3] - Sub-sectors such as specialized equipment (+6.1%), general equipment (+5.97%), and automation equipment (+5.69%) showed strong performance, indicating a positive trend in the industry [2][3] Industry Performance - The overall mechanical equipment sector recorded an increase, with specialized and general equipment performing particularly well [2][3] - The engineering machinery import and export trade in September reached $5.505 billion, a year-on-year increase of 29.1%, with exports contributing significantly to this growth [3] Market Trends - The upcoming Asia International Logistics Technology and Transportation Systems Exhibition will focus on smart equipment upgrades and low-carbon technologies, which are expected to positively impact the forklift sector [4] - The forklift industry is seeing significant sales growth, driven by a low base effect from the previous year, and is expected to maintain this growth trajectory [4] Investment Opportunities - Recommendations include focusing on companies with strong performance support, such as XCMG Machinery and SANY Heavy Industry in the engineering machinery sector [3] - In the semiconductor equipment sector, domestic companies are expected to benefit from increased demand due to local production expansion plans [5] - The industrial robot sector saw a 28.3% increase in production in September, indicating potential investment opportunities as the industry may be on the verge of recovery [5]

Core Viewpoint - The forum held in Nantong focuses on high-quality development and explores new directions and paths for the advancement of new productive forces in the context of a new round of technological revolution and industrial transformation [1][4]. Awards and Recognition - The "Golden Bull Awards" recognize outstanding listed companies in China, with 117 companies receiving the 2024 Most Investment Value Award, collectively valued at over 11 trillion yuan [2]. - Notable companies among the awardees include China National Offshore Oil Corporation, China Shenhua Energy, and Midea Group, which are recognized for their profitability, debt repayment ability, and innovation [2]. - The Golden Bull Awards also include categories for outstanding entrepreneurs, with six leaders from various companies receiving accolades for their contributions [2][4]. Dividend and Financial Management - The establishment of the Golden Bull Dividend Return Award aligns with the increasing focus on predictable dividends from listed companies, which are becoming more appealing to institutional investors [3]. - A total of 57 companies were awarded the Golden Bull Dividend Return Award, selected from a pool of 4,438 A-share listed companies [3]. - The Golden Bull Financial Director Award was given to 57 financial directors based on quantitative analysis and expert recommendations, highlighting their performance in profit cash ratios and cost control [3]. New Productive Forces - The concept of new productive forces has gained traction, with a focus on strategic emerging industries such as AI, biotechnology, and high-end manufacturing [4][5]. - Companies are encouraged to innovate and enhance their capabilities to seize opportunities presented by the technological revolution [4]. - The new productive forces are categorized into four areas: strategic emerging industries, future industries, digital economy, and upgrading traditional industries through intelligent transformation [5].

Core Insights - The Tianjin government is focused on achieving high-quality completion of the "14th Five-Year Plan" in the Jinnan District, emphasizing ecological, scientific, and exhibition advantages to drive development [3][4][5][6][7][8][9] Group 1: Development Strategies - Jinnan District aims to implement Xi Jinping's important directives and promote coordinated development in the Beijing-Tianjin-Hebei region, focusing on high-quality development actions and specific strategies [3] - The district is leveraging its unique advantages in ecology, science education, and exhibitions to enhance its functional positioning and become a significant growth area in Tianjin [3][4] Group 2: Environmental Improvements - Significant improvements in environmental quality have been reported, with PM2.5 annual average concentration improving by 18% and heavy pollution days decreasing by 85% compared to the end of the "13th Five-Year Plan" [4] - The district has achieved a 29.5% reduction in coal consumption and established 12 national-level green factories, with 90% of bulk materials transported cleanly [4] Group 3: Innovation and Technology - Jinnan District has established a high-energy innovation platform, with 734 technology-based enterprises registered and 321 currently operating in the Tianjin-Kai Jinnan Park [5] - The district has attracted 76 projects from Beijing, resulting in over 36 billion yuan in investments, and has seen a significant increase in national high-tech enterprises [5] Group 4: Exhibition Economy - The district has hosted over 170 large-scale exhibitions, attracting more than 6.2 million visitors and covering an exhibition area of 7.3 million square meters [6] - The strategic emerging service industry revenue has increased by 280.9%, and high-tech service industry revenue has surged by 551% compared to the end of the "13th Five-Year Plan" [6] Group 5: Urban and Rural Integration - Urban and rural integration efforts have led to the successful implementation of various urban renewal projects and the establishment of new markets and parks [7] - The district has created over 2,800 community welfare projects and has seen a significant increase in employment, with 98,000 new jobs created [7] Group 6: Resource Optimization - The district has implemented a comprehensive resource optimization strategy, leading to the activation of 243,300 square meters of idle resources and attracting 1.32 billion yuan in social investment [9] - The deep integration of digital platforms for resource management has enhanced the efficiency of urban development and investment attraction [9]

Core Viewpoint - Huahai Qingke's stock price has shown significant growth this year, with a year-to-date increase of 34.56%, indicating strong market performance in the semiconductor equipment sector [1][2]. Financial Performance - For the first half of 2025, Huahai Qingke achieved a revenue of 1.95 billion yuan, representing a year-on-year growth of 30.28%. The net profit attributable to shareholders was 505 million yuan, reflecting a year-on-year increase of 16.82% [2]. - Cumulative cash dividends since the company's A-share listing amount to 271 million yuan [3]. Stock Market Activity - As of October 29, Huahai Qingke's stock was trading at 146.80 yuan per share, with a market capitalization of 51.88 billion yuan. The stock experienced a decline of 2.02% during the trading session [1]. - The stock has seen a trading volume of 519 million yuan, with a turnover rate of 0.99% [1]. - The net outflow of main funds was 66.43 million yuan, with large orders showing a buy of 130 million yuan and a sell of 158 million yuan [1]. Shareholder Structure - As of June 30, 2025, the number of Huahai Qingke's shareholders was 13,600, a decrease of 10% from the previous period. The average number of circulating shares per person increased by 54.75% to 17,452 shares [2]. - Among the top ten circulating shareholders, notable increases were observed in holdings by various ETFs, indicating growing institutional interest [3].

Group 1 - The Shanghai Stock Exchange Sci-Tech Innovation Board Chip Index decreased by 0.14% as of October 29, 2025, with mixed performance among constituent stocks [1] - Baiwei Storage led the gains with an increase of 9.48%, while Anji Technology experienced the largest decline [1] - The Sci-Tech Chip ETF (588200) saw a turnover of 3.35% and a transaction volume of 1.414 billion yuan, indicating significant trading activity [1] Group 2 - The Sci-Tech Chip ETF's scale increased by 2.203 billion yuan over the past week, ranking first among comparable funds [1] - The ETF's shares grew by 12 million over the past week, also the highest among comparable funds [1] - Over the last five trading days, the ETF attracted a total of 276 million yuan in inflows [1] Group 3 - As of September 30, 2025, the top ten weighted stocks in the Sci-Tech Chip Index accounted for 59.69% of the index, with Haiguang Information leading at 11.09% [2][4] - The semiconductor materials sector is expected to experience structural growth driven by the "14th Five-Year Plan" and AI industry trends [2] - The storage industry is entering a new upward cycle, with AI accelerating storage demand, starting from Q2 2025 [2] Group 4 - The highest monthly return for the Sci-Tech Chip ETF since inception was 35.07%, with an average monthly return of 9.90% during rising months [1] - The ETF has achieved a net value increase of 136.21% over the past three years, ranking 27th out of 1903 index stock funds [1]

Core Viewpoint - The semiconductor equipment and materials sector is experiencing significant growth, with the Shanghai Composite Index surpassing 4000 points, driven by strong performance in semiconductor-related stocks [1][3]. Group 1: Market Performance - As of 11:15 AM, the semiconductor equipment ETF (561980), which has approximately 70% exposure to semiconductor equipment and materials, increased by 0.38% [3]. - Notable stocks such as Aisen Co. surged over 13%, while Jingrui Electric Materials and Shenkong Co. rose over 6%, and Huafeng Measurement Control increased by over 5% [3]. - The ETF has seen a net inflow of 1.283 billion yuan over the last 20 trading days [3]. Group 2: Technological Advancements - A significant breakthrough in photoresist technology by a Peking University team is expected to accelerate the domestic replacement in the "selling shovels" segment of the chip industry [3]. - This technological advancement has led to a strong performance in material stocks like Jingrui Electric Materials over the past two days [3]. Group 3: Financial Performance - Jingrui Electric Materials reported a net profit attributable to shareholders that increased by over 192 times year-on-year for the first three quarters [3]. - Other companies such as China Shipbuilding Gas, Shanghai HJ, Shenkong Co., and Aisen Co. also reported positive year-on-year growth in revenue and net profit for the same period [3]. Group 4: Industry Insights - According to Founder Securities, the current domestic advanced node wafer production capacity is insufficient to meet the rapidly growing demand for computing power, highlighting the urgent need to enhance the overall capacity and industrial support from equipment and manufacturing perspectives [3]. - The domestic semiconductor industry is focused on increasing the localization rate of computing power chips across the entire supply chain, from upstream equipment and materials to midstream semiconductor manufacturing and downstream advanced packaging [3]. - The current domestic semiconductor equipment localization rate remains low, indicating significant room for replacement and growth [3].