T PARTNERS 司仁律师事务所 江苏世纪同仁律师事务所 关于江苏华海诚科新材料股份有限公司 2024年限制性股票激励计划首次授予部分第一个归属 南京市建邺区贤坤路江岛智立方 C 座 4 层 邮编:210019 电话:+86 25-83304480 传真:+86 25-83329335 江 苏 释 义 本法律意见书中,除非文义另有所指,下列词语或简称具有如下含义: | 华海诚科、公司、本 | 指 | 江苏华海诚科新材料股份有限公司 | | --- | --- | --- | | 公司 | | | | 《激励计划》 | 損 | 《江苏华海诚科新材料股份有限公司 2024年限制性股 | | | | 票激励计划》 | | 限制性股票 | 指 | 符合激励计划授予条件的激励对象,在满足相应归属条 | | | | 件后分次获得并登记的公司股票 | | 激励对象 | 損 | 激励计划规定的符合授予限制性股票资格的人员 | | 授予日 | 損 | 公司向激励对象授予限制性股票的日期,授予日必须为 | | | | 交易日 | | 本次归属 | 指 | 2024年限制性股票激励计划首次授予部分第一个归属期 | | | | ...

Core Viewpoint - The semiconductor sector is experiencing a strong upward trend, with several companies reaching significant gains in their stock prices [1] Company Performance - Deminor has hit the daily limit up in stock price [1] - Haiguang Information has increased by over 5% [1] - Companies such as Cambricon, SMIC, and Huahai Chengke have also seen their stock prices rise [1]

Core Viewpoint - Huahai Chengke's stock price dropped by 5.01% to 95.00 CNY per share, with a trading volume of 153 million CNY and a turnover rate of 3.01%, resulting in a total market capitalization of 7.666 billion CNY [1] Company Overview - Jiangsu Huahai Chengke New Materials Co., Ltd. was established on December 17, 2010, and went public on April 4, 2023. The company is located in Lianyungang Economic and Technological Development Zone, Jiangsu Province [1] - The main business involves the research, production, and sales of electronic packaging materials for semiconductor devices, special devices, integrated circuits, rare earth permanent magnet motors without iron cores, and LED brackets. The revenue composition is as follows: epoxy encapsulation materials 92.80%, adhesives 6.23%, and others 0.98% [1] Shareholder Information - Among the top ten circulating shareholders of Huahai Chengke, one fund from Jiashi Fund ranks as a significant shareholder. Jiashi Competitiveness Preferred Mixed A (010437) entered the top ten circulating shareholders in the third quarter, holding 813,900 shares, which accounts for 1.55% of the circulating shares. The estimated floating loss today is approximately 4.078 million CNY [2] - Jiashi Competitiveness Preferred Mixed A (010437) was established on February 24, 2021, with a latest scale of 2.999 billion CNY. Year-to-date returns are 55.69%, ranking 581 out of 8,150 in its category; the one-year return is 53.99%, ranking 596 out of 8,043; and since inception, it has a loss of 24.99% [2]

Group 1 - The semiconductor stocks in the A-share market experienced a collective decline, with notable drops in several companies [1] - Zhongjing Technology fell over 6%, while Shenkong Co. and Zhaoyi Innovation dropped more than 5% [1] - Other companies such as Pulang Co., Jucheng Co., Huahai Chengke, Huicheng Co., China Shipbuilding Special Gas, and Demingli also saw declines exceeding 4% [1] Group 2 - Zhongjing Technology's market value is 4.169 billion, with a year-to-date decline of 0.77% [2] - Shenkong Co. has a market value of 8.028 billion and a year-to-date increase of 101.54% [2] - Zhaoyi Innovation's market value stands at 142.1 billion, with a year-to-date increase of 100% [2] - Pulang Co. has a market value of 20.3 billion and a year-to-date increase of 90.4% [2] - Jucheng Co. has a market value of 23.7 billion and a year-to-date increase of 157.04% [2] - Huahai Chengke's market value is 7.72 billion, with a year-to-date increase of 28.99% [2] - Huicheng Co. has a market value of 13 billion and a year-to-date increase of 70.1% [2] - China Shipbuilding Special Gas has a market value of 23.3 billion and a year-to-date increase of 52.22% [2] - Demingli's market value is 48.8 billion, with a year-to-date increase of 246.03% [2]

Core Points - The Shanghai Composite Index closed at 3960.19 points, with a decline of 0.41% and a total trading volume of 1,938.395 billion yuan [1] - A total of 107 A-shares experienced a death cross, where the 5-day moving average fell below the 10-day moving average [1] Group 1: Stocks with Significant Death Cross - Hongyuan Electronics (603267) had a 5-day moving average of 52.69 yuan, down 1.97% from the 10-day moving average of 53.74 yuan, with a current price of 48.86 yuan, representing a deviation of -9.09% [1] - Zhongjian Technology (002779) reported a 5-day moving average of 123.82 yuan, down 1.88% from the 10-day moving average of 126.19 yuan, with a current price of 117.70 yuan, showing a deviation of -6.73% [1] - ST Huizhou (002122) showed a 5-day moving average of 3.56 yuan, down 1.41% from the 10-day moving average of 3.62 yuan, with a current price of 3.23 yuan, indicating a deviation of -10.65% [1] Group 2: Additional Stocks with Death Cross - Chao Hongji (002345) had a 5-day moving average of 13.02 yuan, down 1.33% from the 10-day moving average of 13.20 yuan, with a current price of 11.69 yuan, reflecting a deviation of -11.43% [1] - Kema Technology (301611) reported a 5-day moving average of 54.35 yuan, down 1.30% from the 10-day moving average of 55.06 yuan, with a current price of 52.30 yuan, showing a deviation of -5.02% [1] - Chuangyi Tong (300991) had a 5-day moving average of 40.78 yuan, down 1.26% from the 10-day moving average of 41.30 yuan, with a current price of 39.27 yuan, indicating a deviation of -4.91% [1]

证券代码：688535 证券简称：华海诚科 公告编号：2025-072 一、回购股份的基本情况 江苏华海诚科新材料股份有限公司（以下简称"公司"）于 2024 年 12 月 27 日召开第三届董事会第二十一次会议，审议通过了《关于以集中竞价方式回购公 司股份方案的议案》，同意自有资金及银行提供的股票回购专项贷款通过上海证券 交易所交易系统以集中竞价交易的方式回购公司公开发行的普通股(A 股)股份。本 次回购股份全部用于员工持股计划及/或可转换公司债券，回购价格不超过 121.99 元/股（含），回购资金总额不低于人民币 2,500.00 万元（含），不超过人民币 5,000.00 万元（含），回购期限自公司董事会审议通过本次回购方案之日起 12 个 月内。具体内容详见公司2025年1月8日在上海证券交易所网站（www.sse.com.cn） 披露的《关于以集中竞价交易方式回购公司股份的回购报告书》（公告编号： 2025-003）。 二、回购股份的进展情况 根据《上市公司股份回购规则》《上海证券交易所上市公司自律监管指引第 7 号——回购股份》等相关规定，公司在回购股份期间，应于每个月的前 3 个交易 日内公告 ...

Core Viewpoint - Huahai Chengke (688535.SH) has announced a share buyback program, indicating a commitment to enhancing shareholder value through capital return strategies [1] Summary by Categories Share Buyback Details - As of October 31, 2025, the company has repurchased a total of 490,193 shares, which represents 0.61% of the total share capital [1] - The highest price paid for the repurchased shares was 101.78 CNY per share, while the lowest price was 62.17 CNY per share [1] - The total amount spent on the share buyback was 35.4685 million CNY, excluding transaction fees such as stamp duty and commissions [1]

Group 1 - Company Huahai Chengke announced a share buyback progress report, stating that as of October 31, 2025, it has repurchased approximately 490,000 shares, accounting for 0.61% of the total share capital of about 80.7 million shares [1] - The highest price for the repurchased shares was 101.78 RMB per share, while the lowest price was 62.17 RMB per share [1] - The total amount of funds used for the buyback was approximately 35.47 million RMB [1] Group 2 - Nvidia has become the first company globally to surpass a market value of 5 trillion USD, exceeding Japan's GDP [1] - A hedge fund founder commented that the logic behind AI investments is nonsensical, stating that it would take 83 years to break even on such investments [1]

Summary of the Conference Call Company Overview - **Company**: Huahai Chengke (华海诚科) - **Industry**: Semiconductor packaging materials Key Points and Arguments Financial Performance - The company reported a significant decrease in net profit for the first half and third quarter of 2025, primarily due to high stock incentive expenses, intermediary fees during restructuring, and increased equipment depreciation costs. Excluding these factors, profit growth aligns with revenue growth [5][39]. Revenue Sources - Over 99% of the company's revenue comes from epoxy molding compounds, indicating a strong reliance on this segment [4]. Research and Development - The company has increased its R&D investment significantly compared to the previous year, focusing on advanced packaging and materials technology. This includes automation and smart upgrades to production lines [2][3]. - The company is actively working on the validation of advanced packaging materials, with some products already in bulk production [7]. Mergers and Acquisitions - The acquisition of 30% of Hengsuo Huawei Electronics Co. is progressing, with regulatory approval received for issuing shares and convertible bonds to finance the acquisition [2][9]. - Post-acquisition, the company expects to enhance its production capacity, sales revenue, and overall R&D capabilities, positioning itself as a leader in the domestic market [9][10]. Market Dynamics - The company is observing a strong demand for automotive electronics, with a 10% increase in sales compared to the previous year. However, prices for plastic packaging materials remain stable [16][23]. - The domestic epoxy resin market is estimated to be around 6-7 billion RMB, with high-performance products making up a significant portion [43]. Product Development and Challenges - The company is facing challenges in the high-performance segment due to long validation periods for new products, which can take several years [46]. - The company is also working on new product lines, including liquid materials for HBM (High Bandwidth Memory), which are currently in development [50][64]. Future Outlook - The company aims to solidify its competitive advantage in semiconductor packaging materials while expanding its market share through innovative product development and customer-focused strategies [69]. - The strategic goal includes becoming a leading player in the semiconductor packaging materials industry, with a focus on advanced packaging technology and domestic market penetration [70]. Customer and Market Relationships - The company has a cautious approach to revenue forecasts, indicating potential for growth but maintaining conservative estimates [62]. - The company is actively engaging with international clients and expects to recover lost orders post-acquisition [10][72]. Conclusion - The conference highlighted the company's commitment to innovation, strategic acquisitions, and market responsiveness, positioning it for future growth in the semiconductor packaging industry [75].

Core Viewpoint - Jiangsu Huahai Chengke New Materials Co., Ltd. has successfully completed the transfer of 70% equity in Hengsuo Huawei Electronics Co., Ltd. as part of its acquisition strategy, following the approval from the China Securities Regulatory Commission [1][2][8]. Group 1: Transaction Overview - The company plans to acquire 70% equity in Hengsuo Huawei through a combination of issuing shares, convertible bonds, and cash payments [1]. - The approval from the China Securities Regulatory Commission was received on September 19, 2025, allowing the company to proceed with the transaction [1]. - As of October 29, 2025, the transfer of the 70% equity has been officially registered under the company’s name [2][3]. Group 2: Post-Transaction Actions - The company still needs to issue shares and convertible bonds to the counterparty and apply for the registration of the new shares with the China Securities Depository and Clearing Corporation [4]. - Additional steps include applying for the listing of the new shares and convertible bonds on the Shanghai Stock Exchange and completing the cash payment for the transaction [4]. - The company is also required to handle changes in registered capital and company bylaws with the relevant regulatory authorities [4]. Group 3: Legal and Compliance - The independent financial advisor confirmed that the transaction complies with relevant laws and regulations, and the transfer procedures are legally valid [8]. - The legal advisor stated that all necessary approvals and conditions for the asset purchase agreement have been met, ensuring the transaction's legal feasibility [8].