法律意见书 锦 天 城 律 师 事 务 所 ALLBRIGHT LAW OFFICES 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 上海市锦天城律师事务所 关于安集微电子科技（上海）股份有限公司 2026 年第一次临时股东会的 电话: 02120511000 传真: 02120511999 邮编: 200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于安集微电子科技(上海)股份有限公司 2026 年第一次临时股东会的 法律意见书 一、本次股东会的召集、召开的程序 (一) 本次股东会的召集 根据《公司章程》的有关规定,公司董事会于2025年12月30日在公司指定信 息披露媒体公告了本次股东会会议通知。 致:安集微电子科技(上海)股份有限公司 上海市锦天城律师事务所(以下简称"本所")接受安集微电子科技(上海) 股份有限公司(以下简称"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》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规、规范 性文件和《安集微电子科技(上 ...

| 证券代码：688019 | 证券简称：安集科技 | 公告编号：2026-002 | | --- | --- | --- | | 债券代码：118054 | 债券简称：安集转债 | | 安集微电子科技（上海）股份有限公司 2026年第一次临时股东会决议公告 本公司董事会及全体董事保证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。 重要内容提示： 本次会议是否有被否决议案：无 二、 议案审议情况 一、 会议召开和出席情况 （一） 股东会召开的时间：2026 年 1 月 15 日 （二） 股东会召开的地点：上海市浦东新区华东路 5001 号金桥综合保税区 T6-5 一楼公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 193 | | --- | --- | | 普通股股东人数 | 193 | | 2、出席会议的股东所持有的表决权数量 | 88,264,365 | | 普通股股东所持有表决权数量 | 88,264,365 | | 3、出席会议的股东所持有表 ...

Core Viewpoint - Anji Technology has shown significant stock performance with a year-to-date increase of 26.45% and a recent surge in trading volume, indicating strong investor interest and market activity [1][2]. Financial Performance - For the period from January to September 2025, Anji Technology reported a revenue of 1.812 billion yuan, representing a year-on-year growth of 38.09%. The net profit attributable to shareholders was 608 million yuan, reflecting a 54.96% increase compared to the previous year [2]. - Cumulative cash dividends since the company's A-share listing amount to 178 million yuan, with 125 million yuan distributed over the last three years [3]. Shareholder Structure - As of September 30, 2025, the number of shareholders for Anji Technology reached 16,800, an increase of 48.24% from the previous period. The average number of circulating shares per shareholder decreased by 32.30% to 10,037 shares [2]. - The second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 18.796 million shares, an increase of 6.0729 million shares from the previous period. Other notable shareholders include the Jiashi Shanghai Stock Exchange Science and Technology Innovation Board Chip ETF and Invesco Great Wall Electronic Information Industry Fund [3]. Stock Performance and Market Activity - On January 15, Anji Technology's stock price rose by 2.06%, reaching 275.55 yuan per share, with a trading volume of 443 million yuan and a turnover rate of 0.97%. The total market capitalization stands at 46.447 billion yuan [1]. - The stock has experienced a 4.51% increase over the last five trading days, a 37.78% increase over the last 20 days, and a 29.55% increase over the last 60 days [1]. Business Overview - Anji Technology, established on February 7, 2006, and listed on July 22, 2019, specializes in the research and industrialization of key semiconductor materials. The main revenue sources include chemical mechanical polishing liquids (81.48%) and functional wet electronic chemicals (18.14%) [1]. - The company operates within the electronic chemicals sector and is associated with various concepts, including photoresists, advanced packaging, and integrated circuits [1].

Group 1 - The electronic chemicals sector increased by 1.2% on January 14, with Tiancheng Technology leading the gains [1] - The Shanghai Composite Index closed at 4126.09, down 0.31%, while the Shenzhen Component Index closed at 14248.6, up 0.56% [1] - Key stocks in the electronic chemicals sector showed significant price movements, with Tiancheng Technology rising by 14.28% to a closing price of 93.37 [1] Group 2 - The electronic chemicals sector experienced a net outflow of 607 million yuan from institutional investors, while retail investors saw a net inflow of 674 million yuan [2] - Notable stocks with significant net inflows from retail investors include Wanrun Co., which had a net inflow of 100 million yuan [3] - The overall trading volume and turnover for various stocks in the electronic chemicals sector varied, with Wanrun Co. achieving a turnover of 1.08 billion yuan [1][3]

Core Insights - The chemical industry is expected to experience a recovery in profitability in 2026, marking a new starting point for supply-demand rebalancing, driven by anti-involution policies and advancements in new productive forces such as AI and robotics [2][5]. Group 1: Industry Overview - The chemical industry faced a downturn in profitability and valuation in 2025, but signs of stabilization and recovery are anticipated in 2026 [2]. - The peak of capital expenditure in the chemical sector has passed, with fixed asset investment turning negative in the second half of 2025, indicating the end of the capacity expansion cycle [5][14]. - The Producer Price Index (PPI) for chemicals is expected to gradually turn positive in 2026 after a prolonged period of decline [14]. Group 2: Investment Themes - Capital expenditure is decreasing, and leading companies like Wanhua Chemical are expected to see a recovery in profitability as they reduce capital spending and increase their global market share in MDI [5]. - The anti-involution policy is reshaping supply dynamics, with a focus on quality development and the exit of outdated capacities, benefiting companies with innovative capabilities and export advantages [5]. - New materials are driving demand growth in traditional chemicals, with companies like Dinglong Technology and Anji Technology positioned to benefit from domestic substitution in high-end materials [5]. Group 3: Market Dynamics - Chemical prices have been under pressure, with the chemical product price index declining approximately 8.8% in 2025, but stock prices in the sector have rebounded by 33.3% [10][16]. - The operating rates of mainstream chemical products are showing signs of weakness, with inventory levels varying significantly across different products [17][18]. - The supply-demand balance for phosphate rock remains tight, with stable prices for high-grade phosphate rock, while the market for phosphate fertilizers is influenced by policy and demand fluctuations [46][43]. Group 4: Global Trends - The global chemical supply is shifting towards China, which has become the largest chemical producer, while European chemical production faces challenges due to high energy costs [31][33]. - The restructuring of supply chains due to tariff disturbances is prompting companies to adapt, with a focus on overseas expansion for leading chemical firms [26][22]. - The anti-involution policies are expected to enhance industry cash flow and promote sustainable development by curbing disorderly expansion and prioritizing profitability [40].

Core Viewpoint - The global semiconductor industry is expected to strengthen in 2026, driven by AI demand and domestic substitution, with a notable increase in semiconductor equipment and materials [1] Group 1: Semiconductor Equipment and ETF Performance - The semiconductor equipment ETF (561980) opened up 1.15% on January 12, with a net inflow of nearly 100 million yuan over the past two trading days [1] - The index tracked by the semiconductor equipment ETF has risen over 15% this year, outperforming mainstream semiconductor indices [2] - Key stocks such as Zhongwei Company and Cambrian have seen significant gains, with Zhongwei up nearly 4% and Jianghua Micro up over 5% [2] Group 2: Market Trends and Pricing - A significant increase in trading volume in A-shares indicates the start of a spring market, with semiconductor equipment leading the upward trend [4] - NVIDIA's new AI chip architecture, Vera Rubin, showcases a fivefold increase in inference performance compared to the previous generation, indicating a surge in storage demand [5] - Major international storage companies plan to raise server DRAM prices by 60% to 70% in Q1 2026 compared to Q4 2025 [5] Group 3: Domestic Substitution and Material Demand - The domestic substitution process for semiconductor materials is advancing, with a recent anti-dumping investigation into dichlorodihydrosilane from Japan, a key material for chip manufacturing [5] - The demand for semiconductor materials and electronic chemicals is expected to rise due to the upgrade of storage driven by AI data centers [6] - The global semiconductor materials market is projected to reach approximately $70 billion by 2025, with a year-on-year growth of 6% [6] Group 4: Industry Outlook and Key Players - The trend of "supply security + domestic substitution" for key semiconductor materials is strengthening, driven by AI computing and data center demands [7] - Leading companies with technological accumulation and production capacity in high-end materials are expected to gain market share and profitability amid advanced process promotion and domestic substitution trends [7] - The semiconductor equipment ETF focuses on leading companies in the sector, with over 90% of its holdings in the upper and mid-stream areas of the semiconductor industry, which have the highest technical barriers and value concentration [7]

Core Viewpoint - The market showed strong performance last week, with various indices experiencing significant gains, and institutions remain optimistic about the macro environment supporting the Chinese capital market into 2026 [1][4][5] Group 1: Market Performance - The market indices saw substantial increases last week, with the Shanghai Composite Index rising by 3.82%, the Shenzhen Component Index by 4.40%, and the ChiNext Index by 3.89% [2] - The China National Brand Engineering Index increased by 3.70%, closing at 2047.43 points, with several constituent stocks performing strongly [2] Group 2: Strong Performing Stocks - Notable stock performances included Guocera Materials, which surged by 23.60%, and Zhongwei Company, which rose by 23.45%, leading the gains among constituent stocks [2] - Other significant performers included Anji Technology and Lanshi Heavy Industry, both increasing by over 20%, while Zhaoyi Innovation rose by 16.71% [2] Group 3: Long-term Stock Performance - Since 2025, Zhongji Xuchuang has seen an increase of over 390%, while Yangguang Power has risen by over 130%, indicating strong long-term growth among certain stocks [3] - Other stocks with notable increases include Anji Technology, Zhaoyi Innovation, and Lanshi Heavy Industry, all rising by over 100% [3] Group 4: Future Market Outlook - Institutions like Xing Shi Investment express optimism for the upcoming market, citing a favorable liquidity environment and potential catalysts from policy and fundamental improvements [4] - Dushuquan Investment also maintains a positive outlook for 2026, emphasizing the stability of the macro environment and continued liquidity [5] Group 5: Investment Opportunities - Key investment areas identified include opportunities in the AI sector and semiconductor industry, driven by domestic demand and technological advancements [5] - The restructuring of global supply chains presents opportunities for Chinese manufacturing to expand internationally, capitalizing on re-industrialization trends in developed countries [5] - Emerging consumer sectors are highlighted for their potential growth, leveraging China's talent and market advantages to meet the demands of younger consumers [5]

Market Performance - The market saw an increase last week, with the China Securities Xinhua National Brand Index rising by 3.70% to 2047.43 points [1] - The Shanghai Composite Index increased by 3.82%, the Shenzhen Component Index by 4.40%, and the ChiNext Index by 3.89% [1] Strong Stock Performances - Notable strong performers included Guoci Materials, which rose by 23.60%, and Zhongwei Company, which increased by 23.45% [1] - Other significant gainers included Anji Technology and Lanshi Heavy Industry, both rising over 20%, and Zhaoyi Innovation, which increased by 16.71% [1] Long-term Market Outlook - Institutions remain optimistic about the market outlook for 2026, citing a stable macro environment and continued liquidity support [1][3] - Starstone Investment anticipates that the spring market rally is gradually unfolding, with ample investment opportunities due to improved market sentiment and policy support [2] Investment Opportunities - Investment opportunities are focused on three main areas: 1. AI-related industries and semiconductor sectors, driven by high domestic chip demand and increasing penetration of domestic equipment [3] 2. Chinese manufacturing leveraging technology and supply chain competitiveness to expand internationally amid global industrial restructuring [3] 3. Emerging consumer sectors with strong content creation and operational capabilities, appealing to the global youth market [3]

Summary of Anji Micro (688019.SS) Conference Call Company Overview - **Company**: Anji Micro (688019.SS) - **Industry**: Semiconductor materials, specifically CMP slurry for advanced nodes - **Market Capitalization**: Rmb44.1 billion / $6.3 billion - **Enterprise Value**: Rmb43.4 billion / $6.2 billion Key Points Industry Dynamics - **Rising Demand for AI Memory**: The trend towards Generative AI is increasing the demand for memory and cache to process tokens and support high-speed data transmission, which is expected to drive the CMP slurry market [2][25] - **Advanced Node Expansion**: Local memory suppliers are expected to increase capital expenditures to expand new capacity, particularly for advanced node products like CXMT LPDDR5X [1][3] Company Performance and Financials - **Earnings Revision**: Earnings estimates for 2026-2028 have been revised upwards by 1% to 5%, primarily due to higher revenues from CMP slurry for advanced node clients [3][20] - **Revenue Growth**: Projected revenues are Rmb1,835 million in 2024, Rmb2,534 million in 2025, Rmb3,586 million in 2026, and Rmb4,634 million in 2027, reflecting a significant growth trajectory [7][18] - **Gross Margin Changes**: Gross margins are expected to change slightly, with a decrease of -0.3 percentage points in 2026-2028 due to product mix changes, while operating expenses are expected to decrease as operational efficiency improves [3][20] Financial Ratios and Valuation - **Target Price**: The new 12-month target price is set at Rmb331, implying a 25.5% upside from the current price of Rmb263.66 [1][25] - **P/E Ratio**: The target P/E multiple is set at 32.2x for 2027E, reflecting a re-rating of the company based on growth expectations [20][25] - **Earnings Per Share (EPS)**: Projected EPS is Rmb3.18 for 2024, Rmb4.74 for 2025, Rmb7.26 for 2026, and Rmb10.29 for 2027, indicating strong growth [18][20] Risks and Considerations - **Key Risks**: Potential risks include supply chain disruptions, weaker demand from semiconductor clients, and challenges in product expansion [25][20] Conclusion - **Investment Recommendation**: The company is rated as a "Buy" due to its leadership in CMP slurry, strong growth prospects driven by AI memory demand, and favorable financial revisions [1][25]

Market Performance - The electronic chemicals sector increased by 1.37% on January 9, with Guoci Materials leading the gains [1] - The Shanghai Composite Index closed at 4120.43, up 0.92%, while the Shenzhen Component Index closed at 14120.15, up 1.15% [1] Stock Performance - Guoci Materials (300285) closed at 33.88, with a significant increase of 14.93% and a trading volume of 809,200 shares, amounting to a transaction value of 2.582 billion yuan [1] - Tiancheng Technology (688603) rose by 8.63% to close at 87.51, with a trading volume of 80,300 shares and a transaction value of 695 million yuan [1] - Other notable performers included Lite-On Optoelectronics (688150) with a 3.67% increase, and Nanda Optoelectronics (300346) with a 3.53% increase [1] Capital Flow - The electronic chemicals sector experienced a net outflow of 941 million yuan from institutional investors, while retail investors saw a net inflow of 615 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors are actively buying [2] Individual Stock Capital Flow - Guoci Materials (300285) had a net inflow of 236 million yuan from institutional investors, but a net outflow of 29.147 million yuan from retail investors [3] - Lite-On Optoelectronics (688150) saw a net inflow of 32.748 million yuan from institutional investors, while retail investors had a net outflow of 39.897 million yuan [3] - Other stocks like Anji Technology (688019) and Zhongshi Technology (300684) also showed varied capital flows, reflecting differing investor sentiments [3]