华虹半导体有限公司董事会 关于本次交易符合《上市公司监管指引第 9 号——上 市公司筹划和实施重大资产重组的监管要求》第四条 规定的说明 华虹半导体有限公司（以下简称"公司"）拟通过发行股份及支付现金的方 式向上海华虹（集团）有限公司、上海集成电路产业投资基金股份有限公司、国 家集成电路产业投资基金二期股份有限公司、上海国投先导集成电路私募投资基 金合伙企业（有限合伙）等 4 名上海华力微电子有限公司（以下简称"华力微" 或"标的公司"）股东购买其持有的华力微 97.4988%股权并募集配套资金（以 下简称"本次交易"）。 公司董事会对本次交易是否符合《上市公司监管指引第 9 号——上市公司筹 划和实施重大资产重组的监管要求》第四条的规定进行了审慎分析，董事会认为： 本次交易符合《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重组 的监管要求》第四条的规定，具体如下： 保、行业准入等有关报批事项将在重组报告书中予以披露。本次交易涉及的有关 审批事项已在《华虹半导体有限公司发行股份及支付现金购买资产并募集配套资 金暨关联交易预案》中详细披露，并对本次交易可能无法获得批准的风险作出了 特别提示。 止转让 ...

Group 1 - The company plans to acquire 97.4988% equity of Huali Microelectronics from four shareholders through a combination of issuing shares and cash payment [1][2] - The transaction is not expected to meet the criteria for a major asset restructuring as per the regulations, based on preliminary financial data of the target company [1] - The company will provide a detailed analysis and disclosure regarding the classification of the transaction in the restructuring report [1] Group 2 - The transaction is not expected to result in a change of control, as the controlling shareholder remains the same, thus it does not constitute a restructuring listing [1] - The transaction is classified as a related party transaction due to the involvement of the indirect controlling shareholder and a company where a board member serves as a director [2]

根据《上市公司重大资产重组管理办法》第十四条第一款第（四）项规定： "上市公司在十二个月内连续对同一或者相关资产进行购买、出售的，以其累计 数分别计算相应数额。已按照本办法的规定编制并披露重大资产重组报告书的资 产交易行为，无须纳入累计计算的范围。中国证监会对本办法第十三条第一款规 定的重大资产重组的累计期限和范围另有规定的，从其规定。交易标的资产属于 同一交易方所有或者控制，或者属于相同或者相近的业务范围，或者中国证监会 认定的其他情形下，可以认定为同一或者相关资产。" 最近 12 个月内公司不存在与本次交易相关的购买、出售同一或相关资产的 交易行为，不存在需纳入本次交易的累计计算范围的情形。 特此说明。 华虹半导体有限公司董事会 华虹半导体有限公司董事会 关于本次交易前 12 个月内购买、出售资产情况的说明 华虹半导体有限公司（以下简称"公司"）拟通过发行股份及支付现金的方 式向上海华虹（集团）有限公司、上海集成电路产业投资基金股份有限公司、国 家集成电路产业投资基金二期股份有限公司、上海国投先导集成电路私募投资基 金合伙企业（有限合伙）等 4 名上海华力微电子有限公司（以下简称"华力微"） 股东购买其持 ...

华虹半导体有限公司董事会 华虹半导体有限公司（以下简称"公司"）拟通过发行股份及支付现金的方 式向上海华虹（集团）有限公司、上海集成电路产业投资基金股份有限公司、国 家集成电路产业投资基金二期股份有限公司、上海国投先导集成电路私募投资基 金合伙企业（有限合伙）等 4 名上海华力微电子有限公司（以下简称"华力微"） 股东购买其持有的华力微 97.4988%股权并募集配套资金（以下简称"本次交 易"）。 本次交易相关主体（包括公司及公司董事、高级管理人员，公司控股股东、 实际控制人及其控制的机构，公司控股股东的董事、高级管理人员，本次交易的 交易对方及其董事、监事、高级管理人员，交易对方的控股股东、实际控制人及 其控制的机构，为本次重大资产重组提供服务的证券公司、证券服务机构及其经 办人员，参与本次重大资产重组的其他主体）均不存在因涉嫌本次交易相关的内 幕交易被立案调查或者立案侦查的情况，最近 36 个月不存在因上市公司重大资 产重组相关的内幕交易而被中国证券监督管理委员会作出行政处罚决定或者司法 机关作出相关生效裁判的情况。 华虹半导体有限公司董事会 关于本次交易相关主体不存在《上市公司监管指引第 管》第十二条 ...

华虹半导体有限公司董事会 关于本次交易履行法定程序的完备性、合规性及提交 法律文件有效性的说明 华虹半导体有限公司（以下简称"公司"）拟通过发行股份及支付现金的方 式向上海华虹（集团）有限公司、上海集成电路产业投资基金股份有限公司、国 家集成电路产业投资基金二期股份有限公司、上海国投先导集成电路私募投资基 金合伙企业（有限合伙）等 4 名上海华力微电子有限公司（以下简称"华力微"） 股东购买其持有的华力微 97.4988%股权并募集配套资金（以下简称"本次交 易"）。 了回避表决。公司独立董事在董事会前认真审核了本次交易的相关文件，并对本 次交易的相关事项发表了同意的独立意见。 议》。 综上，公司已按照《中华人民共和国证券法》《上海证券交易所科创板股票 上市规则》《上市公司重大资产重组管理办法》《上市公司监管指引第 9 号—— 上市公司筹划和实施重大资产重组的监管要求》《公开发行证券的公司信息披露 内容与格式准则第 26 号——上市公司重大资产重组》等相关法律、法规、规范 性文件及《华虹半导体有限公司之组织章程细则》的规定就本次交易相关事项， 履行了现阶段必需的法定程序，该等法定程序完整、合法、有效。 二、关 ...

Core Viewpoint - The company is actively advancing its capacity construction and strategic asset restructuring, focusing on the development of new materials and cost control advantages in production. Group 1: Capacity Construction and Release - The company is fully promoting the construction of 200,000 tons of integrated anode materials and a 580,000 kW source-network-load-storage project. The first phase of 50,000 tons of front-end production line has been completed and is gradually entering the debugging production stage. Collaborating parties have formed a total of 68,000 tons of front-end and 68,000 tons of graphitization capacity. The construction of the first phase of 283,000 kW wind-solar power and transmission lines, as well as the second phase of 50,000 tons of front-end capacity and 82,000 tons of graphitization capacity, has also started, with completion expected by the end of this year, resulting in a total of 140,000 tons of anode capacity [2]. Group 2: Cost Control Advantages - The new production capacity has significant cost control advantages. The Inner Mongolia region has low electricity costs, abundant wind and solar resources, and a low-temperature environment, which creates a resource synergy effect for anode material production. The 580,000 kW source-network-load-storage green electricity supply is expected to increase the green electricity coverage ratio to over 50%, significantly reducing electricity costs. Additionally, the new production capacity is designed to be highly intensive, intelligent, and scientific, effectively improving management efficiency and output levels [2]. Group 3: Major Asset Restructuring Progress - Based on future strategic planning, the company initiated a major asset restructuring in the first half of the year, intending to issue shares to acquire the chemical new materials business assets of Xuyang Group and raise matching funds. Upon completion of the transaction, the company will add a nylon new materials business, forming a dual main business structure of "anode materials + nylon new materials." The board of directors approved the relevant proposals on May 16, 2025, and due diligence, auditing, and evaluation work are still in progress. The board will convene again to review the formal plan and submit it for shareholder meeting approval [2]. Group 4: New Materials Product R&D - The company has made significant achievements in new materials research and development. Relying on its own technology and the raw material advantages of Xuyang Group, the asphalt-based silicon-carbon anode product has completed pilot testing and sample delivery. This product has higher capacity, first-time efficiency, and compressive strength compared to resin-based and biomass-based silicon-carbon anodes. In terms of hard carbon anodes, the company has completed the process development of biomass hard carbon and is also conducting research on coal-based and asphalt-based products [2].

Group 1: Capacity Development - The company is actively advancing the construction of 200,000 tons of integrated anode material and a 580,000 kW source-grid-load-storage project, with the first phase of 50,000 tons of front-end production line completed and entering trial production [3] - By the end of this year, the company and its affiliates are expected to achieve a total of 140,000 tons of integrated anode material capacity and corresponding green electricity supply capabilities [3] Group 2: Cost Control Advantages - The company benefits from a low average electricity cost in Inner Mongolia, which significantly impacts profitability due to the high energy consumption of the graphitization process [4] - Inner Mongolia's abundant wind and solar resources provide a substantial guarantee for green electricity generation and efficiency, with an expected green electricity coverage ratio exceeding 50% for the integrated project [4] - The company’s production design is highly integrated, intelligent, and scientific, effectively improving management efficiency and production levels [4] Group 3: Major Asset Restructuring - The company initiated a major asset restructuring in the first half of the year, planning to acquire the chemical new materials business from Xuyang Group, which will introduce new nylon materials alongside its existing anode materials business [5] - As of now, due diligence, auditing, and evaluation related to the restructuring are ongoing, with a board meeting planned to review the formal proposal once these tasks are completed [5] Group 4: New Material Product Development - The company is actively developing silicon-carbon anode materials for solid-state and semi-solid-state batteries, leveraging Xuyang Group's strong R&D capabilities in the coal pitch industry [7] - The self-developed pitch-based silicon-carbon anode products have completed pilot testing and are being sent to customers, showcasing advantages such as high capacity and efficiency [7] - In hard carbon anodes, the company has developed small-scale processes for biomass hard carbon and is working on coal-based and pitch-based product development [7]

Core Viewpoint - New Morning Technology (300542) reported a revenue increase of 9.28% year-on-year for the first half of 2025, with total revenue reaching 460 million yuan and a net profit loss of 12.99 million yuan, showing a 9.25% improvement in loss compared to the previous year [1] Financial Performance - Total revenue for the second quarter of 2025 was 336 million yuan, reflecting a significant year-on-year increase of 46.17% [1] - The gross profit margin improved to 17.77%, up 8.23% year-on-year, while the net profit margin was -2.94%, showing a 16.25% year-on-year improvement [1] - The total of selling, administrative, and financial expenses was 57.57 million yuan, accounting for 12.51% of revenue, which is a decrease of 11.31% year-on-year [1] Key Financial Metrics - Earnings per share improved to -0.04 yuan, a 20.00% increase year-on-year [1] - Operating cash flow per share was -0.83 yuan, reflecting a 20.64% improvement year-on-year [1] - The company’s cash and cash equivalents increased by 10.24% year-on-year to 289 million yuan, while interest-bearing liabilities decreased by 26.44% to 284 million yuan [1] Business Evaluation - The company's historical median Return on Invested Capital (ROIC) stands at 8.84%, with the worst year being 2024 at -7.89% [3] - The company has reported a net profit margin of -6.13% last year, indicating low added value in its products or services [3] Debt and Cash Flow Concerns - The cash flow situation is a concern, with cash and cash equivalents to current liabilities ratio at 72.91% [3] - The interest-bearing asset-liability ratio has reached 24.29%, indicating potential debt issues [3] Major Asset Restructuring - The company initiated a major asset restructuring in April 2025, actively engaging in audits, evaluations, and due diligence with intermediary institutions [4] - The restructuring was ultimately terminated due to a lack of consensus on core transaction terms after thorough negotiations [4]

Core Viewpoint - Jianlong Micro-Nano (688357) reported a slight increase in revenue and net profit for the first half of 2025, indicating improved profitability and operational efficiency [1] Financial Performance - Total revenue for the reporting period reached 378 million yuan, a year-on-year increase of 0.33% - Net profit attributable to shareholders was 48.68 million yuan, up 4.91% year-on-year - In Q2 2025, total revenue was 201 million yuan, reflecting an 8.32% increase year-on-year, while net profit for the quarter was 23.27 million yuan, a significant rise of 57.6% [1] - Gross margin improved by 4.28% to 31.5%, and net margin increased by 4.56% to 12.88% [1] - Total selling, administrative, and financial expenses amounted to 48.09 million yuan, accounting for 12.72% of revenue, with a year-on-year increase of 4.27% [1] - Earnings per share rose to 0.49 yuan, a 6.52% increase year-on-year, while operating cash flow per share surged by 148.64% to 0.45 yuan [1] Investment Metrics - The company's return on invested capital (ROIC) was 3.03% last year, indicating weak capital returns, with a historical median ROIC of 7.27% since its IPO [2] - The net profit margin was reported at 9.6%, suggesting average value addition from products or services [2] - The company has experienced two loss years since its IPO, indicating a fragile business model [2] Debt and Cash Flow - The company maintains a healthy cash asset position, but there are concerns regarding cash flow, with a negative average operating cash flow to current liabilities ratio of -1.35% over the past three years [2] - The interest-bearing debt ratio stands at 23.67%, and financial expenses have reached 127.27% of the average operating cash flow over the past three years [2] - Accounts receivable have reached 176.79% of profit, raising concerns about collection efficiency [2] Analyst Expectations - Analysts project the company's performance for 2025 to reach 106 million yuan, with an average earnings per share estimate of 1.06 yuan [3] Fund Holdings - Notable fund managers, including Yang Gu from Nuon Fund, have increased their holdings in Jianlong Micro-Nano, indicating confidence in the company's potential [4] - The largest fund holding Jianlong Micro-Nano is Nuon Pioneer Mixed A, with a total scale of 3.84 billion yuan and a recent net value increase of 0.74% [4] Corporate Developments - The company is currently undergoing a major asset restructuring process, with due diligence, auditing, and evaluation activities progressing as planned [5]

Financial Performance - The company reported a total revenue of 1.889 billion yuan for the first half of 2025, an increase of 18.19% year-on-year [1] - The net profit attributable to shareholders reached 40.35 million yuan, a significant increase of 182.0% compared to the previous year [1] - In Q2 2025, total revenue was 1.517 billion yuan, up 23.53% year-on-year, while net profit for the quarter was 72.16 million yuan, reflecting a staggering increase of 942.0% [1] Key Financial Ratios - Gross margin improved to 15.32%, a year-on-year increase of 27.27% [1] - Net margin turned positive at 2.86%, a remarkable increase of 203.1% from the previous year [1] - The ratio of selling, administrative, and financial expenses to revenue decreased to 10.23%, down 19.03% year-on-year [1] Balance Sheet Highlights - Accounts receivable rose to 818 million yuan, an increase of 88.05% year-on-year [1] - Cash and cash equivalents increased significantly to 1.195 billion yuan, a rise of 499.82% [2] - The company maintained a stable level of interest-bearing debt at 1.041 billion yuan, with a slight increase of 0.32% [1] Cash Flow and Investment - The net cash flow from investing activities decreased by 35.78%, attributed to reduced net inflows from other investment activities [2] - The net cash flow from financing activities saw a drastic decline of 149.6%, due to a reduction in new borrowings [2] - The company’s cash flow situation is under scrutiny, with cash assets being healthy but operating cash flow averages being negative [4] Business Model and Strategy - The company relies heavily on research and marketing for its performance, indicating a need for careful analysis of these driving factors [3] - Recent asset restructuring has been completed, with the acquisition of 100% stakes in certain subsidiaries, which may enhance future growth prospects [4]