股票代码：688072 股票简称：拓荆科技 拓荆科技股份有限公司 （辽宁省沈阳市浑南区全运路 109-3 号（109-3 号）14 层） 2025 年度向特定对象发行 A 股股票 募集说明书 （申报稿） 保荐人（主承销商） 二〇二五年十一月 拓荆科技股份有限公司 2025年度向特定对象发行A股股票募集说明书 拓荆科技股份有限公司 2025年度向特定对象发行A股股票募集说明书 声 明 1、本公司及全体董事、审计委员会委员、高级管理人员承诺募集说明书及 其他信息披露资料不存在任何虚假记载、误导性陈述或重大遗漏，并对其真实性、 准确性及完整性承担相应的法律责任。 2、公司负责人、主管会计工作负责人及会计机构负责人保证募集说明书中 财务会计资料真实、准确、完整。 3、中国证监会、上海证券交易所对本次发行所作的任何决定或意见，均不 表明其对申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明 其对发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。 任何与之相反的声明均属虚假不实陈述。 4、根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化， 由发行人自行负责。投资者自主判断发行人的投 ...

关于向特定对象发行股票申请文件的审核问询函回复及募 集说明书等申请文件更新的提示性公告 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、准确性和完整性依法承担法律责任。 拓荆科技股份有限公司（以下简称"公司"）于 2025 年 12 月 11 日收到上 海证券交易所（以下简称"上交所"）出具的《关于拓荆科技股份有限公司向特 定对象发行股票申请文件的审核问询函》（上证科审（再融资）〔2025〕179 号） （以下简称"《审核问询函》"），上交所审核机构对公司向特定对象发行股票 申请文件进行了审核，并形成了问询问题。 公司收到《审核问询函》后，按照要求会同相关中介机构就《审核问询函》 中提出的问题进行了认真研究和逐项落实，现根据相关要求对《审核问询函》的 回复进行公开披露，具体内容详见公司于同日在上交所网站（www.sse.com.cn） 披露的《关于拓荆科技股份有限公司向特定对象发行股票申请文件的审核问询函 回复》等相关文件，公司将按照要求及时将回复材料报送至上交所。 证券代码：688072 证券简称：拓荆科技 公告编号：2025-091 拓荆科技股份有限公 ...

目 录 | 关于本次募投项目……………………………………………第 一、 | 1—8 | 页 | | --- | --- | --- | | 二、关于融资规模与效益测算……………………………………第 | 8—38 | 页 | | 三、关于经营情况…………………………………………………第 | 38—51 | 页 | | 四、关于其他………………………………………………………第 | 51—75 | 页 | 关于拓荆科技股份有限公司 向特定对象发行股票审核问询函中 有关财务事项的说明 天健函〔2025〕1502 号 上海证券交易所： 由拓荆科技股份有限公司（以下简称拓荆科技公司或公司）转来的《关于拓 荆科技股份有限公司向特定对象发行股票申请文件的审核问询函》（上证科审（再 融资）〔2025〕179 号，以下简称问询函）奉悉。我们已对问询函中需要我们说 明的财务事项进行了审慎核查，现汇报说明如下。 一、关于本次募投项目 根据申报材料，1) 本次向特定对象发行股票募集资金总额不超过人民币 460,000.00 万元（含本数），拟用于高端半导体设备产业化基地建设项目、前 沿技术研发中心建设项目、补充流动资金；2) 本次"高 ...

关于拓荆科技股份有限公司 向特定对象发行股票申请文件的审核问询函回复 保荐人（主承销商） 二〇二五年十二月 上海证券交易所： 贵所于 2025 年 12 月 11 日出具的《关于拓荆科技股份有限公司向特定对象 发行股票申请文件的审核问询函》（以下简称"审核问询函"）已收悉。拓荆科技 股份有限公司（以下简称"拓荆科技"、"发行人"或"公司"）与中信建投证券 股份有限公司（以下简称"保荐机构"或"保荐人"）、天健会计师事务所（特殊 普通合伙）（以下简称"申报会计师"）等相关方已就审核问询函中提到的问题进 行了逐项落实并回复。 本审核问询函回复中所使用的术语、名称、缩略语，除特别说明外，与其在 《拓荆科技股份有限公司 2025 年度向特定对象发行 A 股股票募集说明书》中的 含义相同。 本回复中若出现总计数尾数与所列数值总和尾数不符的情况，均为四舍五入 所致。 | 审核问询函所列问题 | 黑体（不加粗） | | --- | --- | | 对问询函所列问题的回复 | 宋体（不加粗） | | 对募集说明书修改、补充 | 楷体（加粗） | 本回复中的字体代表以下含义： 7-1-1 问题 1 关于本次募投项目 根据申报材 ...

Group 1 - The semiconductor materials and equipment theme index on the Shanghai Stock Exchange's Sci-Tech Innovation Board decreased by 0.19% as of December 29, 2025, with mixed performance among constituent stocks [1] - Notable gainers included Tianyue Advanced, which rose by 5.66%, and SMIC, which increased by 2.41%, while Xinyi Chang led the decline with a drop of 4.98% [1] - The semiconductor materials ETF (588170) fell by 0.39%, with a net inflow of 91.98 million yuan in the previous trading day [1] Group 2 - According to招商证券, the growth in AI demand is driving global storage and advanced process capacity expansion, with expectations for accelerated domestic expansion in 2026-2027 [2] - Domestic equipment manufacturers are seeing a positive trend in orders, with a significant increase in the domestic substitution rate, particularly benefiting storage equipment companies with strong market positions [2] - The storage sector is experiencing continuous price increases, and major companies are expected to see positive performance trends in Q4, despite limited output growth anticipated for next year [2] Group 3 - The semiconductor materials ETF (562590) and its linked funds focus on the upstream semiconductor sector, with 61% of the index comprising semiconductor equipment and 21% comprising semiconductor materials [3]

Group 1 - The core viewpoint indicates that the Science and Technology Innovation Board (科创板) index has broken through the consolidation range since November, suggesting a potential short-term upward trend, with medium to long-term benefits expected from the semiconductor cycle, accelerated domestic substitution, and policy support [1] - The robotics sector is leading the gains, with companies like Weichuang New Materials (上纬新材) approaching the daily limit increase, following the establishment of a standardization committee for humanoid robots and embodied intelligence by the Ministry of Industry and Information Technology [1] - As of December 29, 2025, the Science and Technology Innovation Board index (000680) saw significant increases in stocks such as Weichuang New Materials (up 19.79%), Ruisheng Technology (瑞松科技, up 19.71%), and Buke Co., Ltd. (步科股份, up 18.37%) [1] Group 2 - Institutions project that the growth drivers for the Science and Technology Innovation Board in the coming year will stem from three main aspects: robust earnings growth, continuous innovation investment, and significant policy and industry trends supporting new productive forces [1] - The top ten weighted stocks in the Science and Technology Innovation Board index as of November 28, 2025, include Cambricon (寒武纪), Haiguang Information (海光信息), and SMIC (中芯国际), collectively accounting for 24.43% of the index [2]

Core Viewpoint - The AI sector remains active, with significant movements in related ETFs, particularly the AI-focused ETF from Huatai-PineBridge, which has seen a notable increase in trading volume and price [1][6]. Group 1: Market Performance - The AI-focused ETF from Huatai-PineBridge (589560) surged by 2.05%, marking its sixth consecutive increase, with trading volume surpassing the previous day's total [1]. - The Sci-Tech Chip 50 ETF (588750) rose by 1%, recovering from the previous day's decline [1]. - Key stocks in the sector, such as Yuanjie Technology and Chip Origin, saw increases exceeding 7%, while others like Cambricon and SMIC also posted gains [4][5]. Group 2: Industry Trends - Semiconductor companies, including SMIC and World Advanced, have issued price increase notices to downstream clients, particularly for the 8-inch BCD process, with price hikes around 10% [6]. - The National Venture Capital Guidance Fund was launched on December 26, emphasizing a long-term investment strategy in hard technology, aiming to leverage significant fiscal resources to attract social capital [6]. - The recent National Financial Work Conference highlighted the importance of supporting technological innovation and the integration of industry innovation, aiming to cultivate new growth drivers by 2026 [6]. Group 3: Semiconductor Cycle - The semiconductor industry is entering a new upward cycle, driven by sustained demand for AI computing power, with high demand for GPUs, HBM, and advanced packaging [7]. - The current cycle differs from previous ones, as AI has introduced a high-growth demand that raises the ceiling for industry needs and extends the duration of the cycle [7]. - The semiconductor sector is expected to transition from "repairing expectations" to "verifying prosperity," with a focus on AI core beneficiaries [7]. Group 4: AI Chip Market - The global AI computing chip market is projected to exceed $370 billion by 2026 and $460 billion by 2027, driven by significant capital expenditures from major tech companies [11]. - The shortage of chips continues, particularly in memory and optical chips, with supply-demand imbalances expected to persist into 2026 and beyond [16]. - Domestic AI chip manufacturers are making significant progress, with a notable increase in self-sufficiency expected by 2028 [17]. Group 5: Investment Opportunities - The Sci-Tech Chip 50 ETF (588750) is highlighted for its strong growth potential, with a projected net profit growth rate of 97% for the full year of 2025, significantly outpacing peers [25]. - The ETF's index focuses on high-tech upstream and midstream segments of the chip industry, indicating a higher "chip content" and growth elasticity compared to other indices [22][25]. - Investors are encouraged to consider the Sci-Tech Chip 50 ETF for exposure to the core segments of the semiconductor industry, benefiting from the ongoing AI-driven market dynamics [26][27].

Group 1 - The Shanghai Composite Index opened lower but rose to challenge a nine-day winning streak, with strength in computing chip sectors. The semiconductor equipment ETF (561980) increased by 0.29%, with stocks like Cambricon and Liandong Technology rising over 4% [1] - The semiconductor equipment ETF (561980) has seen continuous capital inflow, with over 47 million yuan net inflow for two consecutive trading days [1] - According to a report by Chengtong Securities, semiconductor investments driven by AI should focus on two main lines: high-end logic chips and memory (HBM) that directly benefit from the surge in computing demand, and opportunities for domestic substitution in the semiconductor equipment sector [1] Group 2 - The storage market is experiencing price increases, with NAND flash wafer prices rising over 10% in December, and SSD prices increasing by 15% to 20%. Major suppliers like Samsung and SK Hynix have raised HBM3E prices by nearly 20% for 2026 [2] - Foundries are also raising prices, with SMIC implementing price increases of about 10% on some capacities [3] - The duration and magnitude of the storage price increase cycle have exceeded expectations, with projections for accelerated growth in domestic semiconductor equipment orders by 2026 due to AI demand driving global storage and advanced process capacity expansion [4] Group 3 - The global semiconductor equipment market is expected to grow significantly, with total sales projected to reach $133 billion by 2025, a 13.7% increase year-on-year, and further growth anticipated in the following years [5] - The domestic semiconductor equipment industry is seeing improvements in process coverage and market share, with domestic rates exceeding 50% in certain areas like etching and cleaning, while core high-end segments remain below 10%, indicating substantial room for domestic substitution [7] Group 4 - The semiconductor equipment ETF (561980) tracks the CSI semiconductor index, with nearly 60% of its components in "equipment" and over 90% in upstream sectors of the chip industry, highlighting significant domestic substitution potential [11] - The index focuses on leading companies in the sector, with the top ten holdings accounting for nearly 80% of the index, showing high elasticity characteristics. As of December 24, the CSI semiconductor index has seen a year-to-date increase of over 63% [11]

Summary of Semiconductor Equipment and Components Conference Call Industry Overview - The global memory chip market is currently in a high prosperity cycle, with prices continuously exceeding expectations, benefiting domestic memory manufacturers such as Yangtze Memory Technologies and Changxin Memory Technologies [1][3] - If memory chip prices remain high next year, large-scale expansions will shorten the investment payback period, making next year a significant year for domestic memory expansion [3] Key Insights - The semiconductor equipment market outlook is positive for 2026, driven by increased shipments of domestic AI chips and a peak demand for advanced processes [1][5] - The end of this year and the beginning of next year is a critical period for ordering semiconductor equipment, with a delivery cycle of 6-8 months [5] - SMIC has completed its expansion plan for the SN1 factory at 35,000 wafers per month, with plans to continue expanding the SN2 factory by the same amount [6] - Hua Hong Semiconductor has made significant progress in its 7th and 9th factories, each ramping up to 40,000 wafers per month, with the remaining capacity of the 9th factory expected to be operational next year [6] Production Capacity and Goals - Yangtze Memory's monthly production capacity is approximately 130,000 wafers, while Changxin Memory exceeds 200,000 wafers [7] - The goal for both companies is to catch up with SK Hynix's 500,000 wafers per month and Micron's 300,000 wafers per month by expanding their capacities by over 200,000 and 100,000 wafers monthly, respectively [7][8] - Domestic memory manufacturers have significantly greater expansion flexibility compared to logic manufacturers [8] Investment Opportunities - Companies such as Tuojing Technology, Zhongwei Company, Huahai Qingke, and Northern Huachuang show high certainty in investment potential [9] - From an investment sequence perspective, it is recommended to first focus on upstream AI chips, followed by wafer manufacturing, semiconductor equipment, and component materials [2][9] - The enhancement of domestic production rates is a crucial factor for industry development, with only four processes exceeding a 30% domestic rate, while critical processes like deposition and CMP coating remain below 20% [4][10] Areas of Focus - Low domestic production rates in high-value segments such as metrology and lithography present significant investment opportunities [4][10] - Companies like Zhongke Feimeng and Jingce Electronics have established competitive advantages in metrology, while Xinyuan Micro is noteworthy in the coating and developing segment [10]

Group 1 - The core viewpoint of the article emphasizes the economic blueprint and path outlined for the city of Shenyang in the upcoming year, focusing on the "14th Five-Year Plan" goals and the commitment to economic revitalization in the region [1] - The investment target includes the completion of over 450 key projects, with a total investment of 41 billion yuan, and the aim to sell more than 30 land parcels [1][2] - The tourism sector aims to attract over 20 million visitors, with initiatives to host 100 promotional events and introduce more than 20 new flagship stores [1] Group 2 - Innovation is highlighted as a key driver for development, with plans to conduct over 30 core technology breakthroughs and support the establishment of national-level innovation centers [2] - The article mentions the goal of achieving a total scale of over 160 billion yuan in three leading industries, including new-generation information technology, high-end equipment manufacturing, and the biopharmaceutical industry [2] - The focus on improving the business environment includes creating over 200 "immediate enjoyment" scenarios and reducing project approval times by over 40% [3] Group 3 - The reform initiatives aim to enhance the operational efficiency of state-owned enterprises and promote foreign trade, with a target of increasing second-hand car trade by over 25% [3] - The comprehensive action plan for 2026 includes 8 actions, 26 projects, and 435 specific tasks to ensure effective implementation and coordination of development and safety [3]