Core Viewpoint - The company expects a significant decrease in net profit for 2025, projecting approximately 205 million yuan, a reduction of about 29.89% compared to the previous year, despite an increase in revenue [1][2]. Group 1: Financial Projections - The company anticipates a net profit attributable to shareholders of approximately 205 million yuan for 2025, down by about 87.42 million yuan year-on-year [1]. - The projected net profit after deducting non-recurring gains and losses is around 170 million yuan, reflecting a decrease of approximately 36.87% compared to the previous year [1]. - Expected operating revenue for 2025 is about 2.32 billion yuan, an increase of approximately 28.63% year-on-year [1]. Group 2: Business Impact Factors - The increase in revenue is attributed to favorable changes in the supply landscape of the memory chip market and a surge in demand from AI servers, high-end mobile phones, and PC upgrades, leading to a structural optimization [2]. - The company is investing in the continuous iteration and optimization of its memory chip products and increasing R&D expenditures to maintain its competitive edge [2]. - The total employee compensation has significantly increased due to the expansion of the workforce, particularly in R&D, alongside rising management and operational costs, which collectively grew by approximately 90 million yuan year-on-year [2]. Group 3: Inventory and Asset Management - The company has adopted a proactive supply chain strategy, resulting in higher inventory levels and a decrease in inventory turnover rate, leading to an increase in asset impairment losses by approximately 63 million yuan [3]. - To enhance competitiveness in the memory chip sector, the company acquired a 51% stake in Zhuhai Noah Changtian Storage Technology Co., which is expected to positively impact profits [3][4]. Group 4: Acquisition Details - The acquisition of Zhuhai Noah Changtian Storage Technology Co. is expected to contribute approximately 35 million yuan to net profit attributable to shareholders and around 27 million yuan to net profit after excluding non-recurring gains and losses [5]. - The newly acquired company is projected to contribute about 210 million yuan to operating revenue and approximately 20 million yuan to net profit for the reporting period [5].

普冉半导体（上海）股份有限公司 第五条 公司住所：上海市浦东新区张江镇银冬路 20 弄 8 号地下 1 层、地下 第六条 公司注册资本为人民币 148,049,102 元。 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为， 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》）和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司（以下 简称"公司"）。 公司以发起方式设立；在上海市市场监督管理局注册登记，经核发《营业执 照》后成立。 第三条 公司于 2021 年 06 月 22 日经中国证券监督管理委员会批准，首次向 社会公众发行人民币普通股 9,057,180 股，于 2021 年 08 月 23 日在上海证券交易 所上市。 第四条 公司注册名称：普冉半导体（上海）股份有限公司 英文名称：Puya Semiconductor (Shanghai) Co., Ltd. 章程 二〇二五年八月 第一章 总则 第七条 公司为永久存续的股份有限公司。 第八条 董事长为公司的法定代表人。 第九条 公司全部资产分为等额股 ...

Core Viewpoint - The company plans to utilize part of its temporarily idle raised funds for cash management to enhance fund efficiency and generate additional returns for the company and its shareholders [2][3][5]. Fundraising Basic Situation - The total amount raised by the company was approximately RMB 1.348 billion, with a net amount of approximately RMB 1.246 billion after deducting issuance costs [2]. - The funds were fully received on August 16, 2021, and verified by an accounting firm [2]. Cash Management Plan - The company intends to use up to RMB 280 million of idle raised funds for cash management, with a maximum daily balance of RMB 280 million and a usage period not exceeding 12 months [3][5]. - The cash management products will be low-risk, high-liquidity, and will not be used for pledging or securities investment [3][4]. Impact on Daily Operations - The cash management plan will not affect the ongoing investment projects or the normal operations of the company, while also providing potential investment returns [5][6]. Risk Control Measures - The company will adhere to relevant regulations and has established internal auditing and supervision mechanisms to monitor cash management activities [6][7]. - The board of directors has authorized the chairman to make investment decisions within the specified limits [4][6]. Approval Process - The plan was approved by the company's board and supervisory committee on August 21, 2025, and does not require shareholder meeting approval [6][7].

上海君澜律师事务所 关于 普冉半导体（上海）股份有限公司 调整 2025 年限制性股票激励计划及 向激励对象授予预留部分限制性股票相关事项 之 法律意见书 二〇二五年七月 上海君澜律师事务所 法律意见书 上海君澜律师事务所 关于普冉半导体（上海）股份有限公司 调整 2025 年限制性股票激励计划及 向激励对象授予预留部分限制性股票相关事项之 法律意见书 致：普冉半导体（上海）股份有限公司 （二）本所已得到普冉股份如下保证：普冉股份向本所律师提供了为出具 本法律意见书所必需的全部文件，所有文件真实、完整、合法、有效，所有文 件的副本或复印件均与正本或原件相符，所有文件上的签名、印章均为真实； 且一切足以影响本所律师做出法律判断的事实和文件均已披露，并无任何隐瞒、 上海君澜律师事务所 法律意见书 误导、疏漏之处。 （三）本所仅就公司本次调整及授予的相关法律事项发表意见，而不对公 司本次调整及授予所涉及的标的股权价值、考核标准等方面的合理性以及会计、 审计等专业事项发表意见，本所及经办律师不具备对该等专业事项进行核查和 作出判断的合法资格。本所及经办律师在本法律意见书中对与该等专业事项有 关的报表、数据或对会计报告 ...

上海贤云律师事务所 关于普冉半导体（上海）股份有限公司 法律意见书 致：普冉半导体（上海）股份有限公司 根据《中华人民共和国证券法》《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）、《律师事务所从事证券法律业 务管理办法》（以下简称"《证券法律业务管理办法》"）等相关法律、法规、规范性文件 以及《普冉半导体（上海）股份有限公司章程》（以下简称"《公司章程》"）的规定，上 海贤云律师事务所（以下简称"本所"）指派律师出席普冉半导体（上海）股份有限公司（以 下简称"公司"或"普冉股份"）2025 年第二次临时股东大会（以下简称"本次股东大会"）， 并出具本法律意见书。 本次股东大会采用了上海证券交易所网络投票系统进行投票，通过交易系统投票平台 的投票时间为股东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通 过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 对本法律意见书的出具，本所律师特作如下声明： 查和验证（以下简称"查验"）并发表法律意见，本法律意见书中不存在虚假记载、误导性 陈 ...

Core Viewpoint - The legal opinion letter from Shanghai Xianyun Law Firm addresses the differentiated equity distribution plan of Purun Semiconductor (Shanghai) Co., Ltd. for the year 2024, confirming its compliance with relevant laws and regulations [2][3][8]. Group 1: Background and Legal Framework - The differentiated equity distribution is based on the company's board resolution from August 25, 2022, which approved a share repurchase plan using self-owned funds, with a total repurchase amount between RMB 35 million and RMB 70 million [8]. - As of August 18, 2023, the company repurchased a total of 279,160 shares, which will not participate in profit distribution [8]. Group 2: Distribution Plan - The company plans to distribute a cash dividend of RMB 4.3 per 10 shares (including tax) and implement a capital reserve transfer to increase share capital by 4 shares for every 10 shares held, excluding the repurchased shares [8]. - The total number of shares participating in the distribution is 105,330,575, with a cash dividend of RMB 0.43 per share and a stock transfer ratio of 0.4 [9]. Group 3: Calculation of Ex-Dividend Price - The ex-dividend reference price is calculated based on the closing price of RMB 99.04 per share on April 25, 2025, with the impact of the differentiated equity distribution being less than 1% [10]. - The actual ex-dividend reference price is determined to be approximately RMB 70.44 per share, while the virtual distribution calculation yields a price of RMB 70.49 per share [10]. Group 4: Conclusion - The legal opinion concludes that the differentiated equity distribution plan complies with the Company Law, Securities Law, and other relevant regulations, and does not harm the interests of the company or its shareholders [11].

Core Viewpoint - The company proposes to seek shareholder approval for the board to issue shares to specific investors through a simplified process, with a total financing amount not exceeding RMB 300 million, which is capped at 20% of the company's net assets as of the end of the previous year [1][5]. Group 1: Authorization Details - The board seeks authorization to confirm if the company meets the conditions for issuing shares through a simplified process [2]. - The type of shares to be issued will be domestic listed ordinary shares (A shares) with a par value of RMB 1, and the number of shares will be determined based on the total amount raised divided by the issue price, not exceeding 30% of the total share capital before issuance [2]. - The issuance will target specific institutional investors, including securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, and qualified foreign institutional investors, with a maximum of 35 participants [2][3]. Group 2: Pricing and Fund Usage - The pricing will be based on 80% of the average trading price over the 20 trading days prior to the pricing date, with adjustments for any corporate actions affecting the stock price during that period [2]. - The funds raised will be used for projects related to the company's main business and to supplement working capital, adhering to regulatory requirements [3]. Group 3: Issuance Procedures and Governance - The board is authorized to handle all matters related to the issuance, including formulating and adjusting the issuance plan, managing the subscription process, and ensuring compliance with legal and regulatory requirements [4]. - The authorization is valid from the date of approval at the 2024 annual general meeting until the 2025 annual general meeting [5].

Core Viewpoint - The report provides a detailed account of the fundraising activities and the management of raised funds by 普冉半导体 (Shanghai) Co., Ltd for the year 2024, ensuring compliance with regulatory requirements and outlining the usage and status of the funds raised through public offerings [1][4]. Fundraising Overview - The total amount raised through the public offering was RMB 1,245,545,363.61, after deducting underwriting and other related expenses totaling RMB 103,068,738.39 [1]. - As of December 31, 2024, the actual usage of the raised funds was RMB 294,175,119.25, with an additional RMB 320,000,000.00 returned to supplement working capital and RMB 240,000,000.00 remaining idle [1][5]. Fund Management - The company has established a dedicated fund management system in accordance with relevant laws and regulations, ensuring that the raised funds are stored in special accounts [1][4]. - The total balance of the special accounts for raised funds as of the reporting date was RMB 150,793,474.64 [1]. Fund Usage - The company utilized RMB 69,467,414.60 of its own funds for initial investments in fundraising projects, which were later replaced by the raised funds [1][5]. - The company approved the temporary use of idle funds amounting to RMB 200,000,000.00 for working capital, which was fully returned to the designated accounts by January 6, 2025 [3]. Cash Management - The company has been authorized to use up to RMB 9 billion of idle funds for cash management, investing in safe and liquid products, with a usage period not exceeding 12 months [2][3]. - As of December 31, 2024, the total amount used for cash management was RMB 357,246,432.46, generating interest income [2][5]. Project Investment and Adjustments - The company approved the use of excess funds amounting to RMB 177,977,300.00 to increase investment in the "Headquarters Base and Cutting-edge Technology R&D Project" [2][3]. - There were no changes in the fundraising projects during the reporting period, and all funds were used as promised [4][5].

Core Viewpoint - The company plans to distribute profits and increase share capital through a cash dividend of 0.43 CNY per share and a capital reserve conversion of 0.4 shares per share for the fiscal year 2024 [1][2][3] Profit Distribution Plan - The total undistributed profit as of December 31, 2024, is 588,580,117 CNY, with a total share capital of 105,609,735 shares, minus 279,160 shares held in the repurchase account, resulting in 105,330,575 shares eligible for distribution [2][3] - The total cash dividend to be distributed amounts to 45,292,147.25 CNY (including tax), with the total cash dividend for the year, including mid-year distributions, reaching 65,304,956.50 CNY, which represents 22.33% of the net profit attributable to shareholders [2][4] Share Capital Increase - The company plans to increase its total share capital to 147,741,965 shares after the conversion of 42,132,230 shares from capital reserves [3][4] - The company will maintain the distribution and conversion ratios even if the number of shares in the repurchase account changes before the record date [3][4] Company Financial Performance - The net profit attributable to shareholders for the fiscal year 2024 is 292,416,562.47 CNY, a significant recovery from a loss of 48,274,289.54 CNY in the previous year [4] - The cumulative cash dividends over the last three years total 75,651,878.73 CNY, with an average net profit of 109,096,207.22 CNY [4] Industry Context - The company operates in the non-volatile memory chip design and sales sector, which is part of the integrated circuit design industry, characterized by rapid growth and increasing competition [4][5] - The industry faces high entry barriers and requires significant investment in talent and technology, with a growing demand for innovative products driven by emerging technologies [4][5][6] Future Plans and Use of Retained Earnings - The company intends to use retained earnings to enhance product performance, expand production capacity, and explore new market opportunities [6][7] - The focus will be on maintaining competitive advantages in various sectors, including IoT, mobile devices, and automotive electronics [6][7] Decision-Making Process - The profit distribution and capital reserve conversion plan was approved by the board of directors and will be submitted for shareholder approval [8][9] - The supervisory board supports the plan, stating it aligns with the company's funding needs and long-term development strategy [9]