本次会议由公司董事会召集，采用现场投票和网络投票相结合的方式表决， 现场会议由董事长刘超先生主持。会议召集、召开及表决方式符合《公司法》和 《公司章程》的有关规定。 (一) 股东会召开的时间：2025 年 7 月 21 日 (二) 股东会召开的地点：天津海泰科技发展股份有限公司会议室（天津新技术 产业园区华苑产业区海泰西路 18 号中南楼三层） (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 证券代码：600082 证券简称：海泰发展 公告编号：2025-020 天津海泰科技发展股份有限公司 2025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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 284 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 13,115,029 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 2.86 ...

中伦文德(天津)律师事务所 ZHONGLUN W&D (TIANJIN) LAW FIRM 中国|天津市南开区金融街中心融汇广场A座38层 TEL: 86-22- 58580758 FAX: 86-22-58580759 滨海新区 新城西路 52 号滨海金融街西区 W8A413 TEL: 022-65833828 北京中伦文德(天津)律师事务所 关于 天津海泰科技发展股份有限公司 北京中伦文德(天津)律师事务所 2025 年第一次临时股东会之 法律意见书 法律意见书 北京中伦文德(天津)律师事务所 关于天津海泰科技发展股份有限公司 2025年第一次临时股东会之法律意见书 天津海泰科技发展股份有限公司: 2025 年 7 月 21 日 北京中伦文德(天津)律师事务所(以下简称"本所")接受 天津海泰科技发展股份有限公司(以下简称"公司")的委托,指 派律师(以下简称"本所律师")列席公司2025年第一次临时股东 会(以下简称"本次股东会"),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》、《上 市公司股东会规则》、《上海证券交易所上市公司自律监管指引第1 号-- 规 范 运作 ...

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company projects a net loss for H1 2025, with net profit attributable to shareholders estimated between -27 million CNY and -31 million CNY, a preliminary and unaudited forecast similar to the prior year Current Period Performance Forecast | Metric | Estimated Amount (CNY) | | :--- | :--- | | Net Profit Attributable to Shareholders | -27 million CNY to -31 million CNY | | Net Profit After Non-Recurring Gains/Losses | -27 million CNY to -31 million CNY | - The financial data in this performance forecast has not been audited by a certified public accountant[4](index=4&type=chunk) [Prior Period Performance](index=1&type=section&id=II.%20Prior%20Year%27s%20Operating%20Performance%20and%20Financial%20Status) In the same period of 2024, the company reported a net loss of 30.65 million CNY and basic earnings per share of -0.0474 CNY, with the current forecast's loss level largely consistent with the prior year Prior Period Performance (H1 2024) | Metric (H1 2024) | Amount (CNY) | | :--- | :--- | | Net Profit Attributable to Shareholders | -30.65 million CNY | | Net Profit After Non-Recurring Gains/Losses | -30.66 million CNY | | Basic Earnings Per Share | -0.0474 CNY | [Analysis of Forecasted Loss](index=1&type=section&id=III.%20Primary%20Reasons%20for%20Current%20Period%27s%20Forecasted%20Loss) The primary reason for the current period's forecasted loss is the underperformance of the real estate business, with sales revenue from property projects declining year-over-year due to changes in market demand - The main reason for the forecasted loss is changes in real estate market demand, leading to a year-over-year decrease in the company's property project sales revenue[7](index=7&type=chunk) [Risk Warning](index=2&type=section&id=IV.%20Risk%20Warning) The company states that there are currently no significant uncertainties affecting the accuracy of this performance forecast - The company confirms no significant uncertainties exist that would impact the accuracy of this performance forecast[8](index=8&type=chunk) [Other Disclosures](index=2&type=section&id=V.%20Other%20Explanatory%20Matters) The company advises investors that the disclosed performance forecast data is preliminary, and the final accurate financial figures will be based on the officially released 2025 semi-annual report - This forecast data is preliminary, and the final accurate financial data will be based on the company's officially disclosed 2025 semi-annual report, cautioning investors about investment risks[9](index=9&type=chunk)

Market Overview - A-shares showed mixed performance on July 7, with the Shanghai Composite Index closing at 3473.13 points, up 0.02%, while the Shenzhen Component and ChiNext Index fell by 0.70% and 1.21% respectively [1] - The total market turnover was 12.27 billion yuan, a decrease of 2.27 billion yuan from the previous trading day [1] Real Estate Sector - The real estate sector experienced a rebound, with stocks like Yuhua Development and Shahe Shares hitting the daily limit [2] - The Ministry of Housing and Urban-Rural Development emphasized the need for safe, comfortable, green, and smart housing, aiming to stabilize expectations and activate demand [2] - Guojin Securities noted that the third quarter is crucial for real estate policy implementation, which could significantly impact the market in the latter half of the year [2] Power Sector - Power stocks surged due to the summer electricity peak, with companies like Shaoneng Shares and Huayin Power hitting the daily limit [3] - Huayin Power projected a net profit of 180 million to 220 million yuan for the first half of 2025, an increase of 175 million to 215 million yuan year-on-year [3] - National electricity load reached a record high of 1.465 billion kilowatts, with significant increases in several provinces [3] Electricity Market Outlook - Xiangcai Securities expects high electricity demand to continue, improving the power supply-demand balance [4] - The firm recommends focusing on three main areas: hydropower assets benefiting from market reforms, thermal power stocks with improving performance, and leading companies in renewable energy [4] Market Sentiment - China Galaxy Securities indicated that the market is in a rapid rotation phase, with increased volatility expected due to upcoming earnings reports and external uncertainties [5] - The firm suggests focusing on sectors with relatively high earnings certainty in the short term, while maintaining a positive long-term outlook for A-shares [5] Investment Strategy - Recommendations include focusing on assets with high safety margins, technology as a long-term investment theme, consumer sectors boosted by policy support, and mergers and acquisitions [6]

Market Performance - The A-share market showed mixed results with the Shanghai Composite Index up by 0.02%, while the Shenzhen Component and ChiNext Index fell by 0.7% and 1.21% respectively, with over 3200 stocks rising overall [1][3] Sector Performance - The shipbuilding, electric power, real estate, and internet e-commerce sectors performed strongly, while the biopharmaceuticals, weight loss drugs, and AI mobile phone sectors saw significant declines [1][3] Notable Stocks - Real estate stocks surged, with companies like Yucheng Development, Shahe Shares, and Nanshan Holdings hitting the daily limit, while others like Haitai Development and JinDi Group also saw gains [3] - Electric power stocks experienced a notable rally, with nearly 10 stocks including Shaoneng Shares and Huayin Electric reaching the daily limit [3] Stock Price Movements - Significant stock price increases included: - Disen Shares (+18.56% to 7.09) - Nanguang Technology (+14.72% to 35.46) - Shaoneng Shares (+10.07% to 6.12) - Huayin Electric (+10.02% to 6.70) - Shimao Energy (+10.01% to 21.00) [4] Capital Flow - Main capital inflows were observed in the real estate and banking sectors, while education and engineering machinery sectors experienced net outflows [5] - Individual stocks with notable net inflows included Qingdao Kingking, Tianyu Digital Science, and Hailian Jinhui, attracting 642 million, 611 million, and 514 million respectively [6] - Stocks facing significant net outflows included Zhongji Xuchuang, Xinyi Sheng, and Dongfang Caifu, with outflows of 692 million, 496 million, and 378 million respectively [7] Institutional Insights - Citic Securities highlighted the mid-year reporting period as a critical window for identifying structural opportunities, emphasizing the importance of performance-driven investments in sectors like solid-state batteries, copper, aluminum, and pharmaceuticals [8] - Guo Cheng Investment noted that small-cap stocks are under pressure due to new regulations on algorithmic trading, which may lead to decreased liquidity in this segment [8] - Zhongxin Jian Investment pointed out that the Shanghai Composite Index reached a new high since 2025, driven by improvements in macroeconomic conditions, market sentiment, and positive mid-year earnings forecasts [8]

地产股震荡拉升 渝开发、海泰发展双双涨停 智通财经7月7日电，渝开发、海泰发展双双涨停，特发服务、沙河股份涨超5%，新城控股、我爱我 家、深物业A、世联行、滨江集团等跟涨。消息面上，住房城乡建设部调研组近日赴广东、浙江两省调 研。调研组要求，要多管齐下稳定预期、激活需求、优化供给、化解风险，更大力度推动房地产市场止 跌回稳。 ...

Group 1 - The A-share real estate sector experienced an initial surge, with Haitai Development hitting the daily limit, and Yucheng Development rising over 9% [1] - Other stocks such as TeFa Service, I Love My Home, and Shahe Shares also saw increases [1] - The Ministry of Housing and Urban-Rural Development stated that it will take multiple measures to stabilize expectations, activate demand, optimize supply, and mitigate risks, with a greater effort to promote the stabilization of the real estate market [1]

房地产板块盘初拉升，海泰发展（600082）涨停，渝开发（000514）涨超9%，特发服务（300917）、 我爱我家（000560）、沙河股份（000014）跟涨。 ...

Group 1 - The company is planning to acquire a controlling stake in Zhixueyun (Beijing) Technology Co., Ltd. through a cash transaction, with the specific transaction price and acquisition ratio to be further determined and negotiated [1][2] - Upon completion of the transaction, Zhixueyun will become a subsidiary of the company, and the transaction is expected to constitute a major asset restructuring as defined by the relevant regulations [1][2] - The company has engaged independent financial advisors, law firms, accounting firms, and appraisal agencies to conduct due diligence, auditing, and evaluation, with the transaction plan reaching a preliminary consensus [2] Group 2 - The company has not yet signed formal transaction documents with the relevant parties, and necessary internal and external decision-making and approval processes are still required [2] - The company will adhere to legal regulations and its articles of association in fulfilling necessary decision-making and disclosure obligations as the transaction progresses [2]

Transaction Overview - The company plans to transfer 100% equity of its wholly-owned subsidiary, Tianjin Haifa Fangxin Real Estate Co., Ltd., for a price of 90.6595 million RMB to Tianjin Haitai Real Estate Development Co., Ltd. [1][4] - The transaction is based on an asset valuation report from Beijing Kunyuan Zhicheng Asset Appraisal Co., Ltd., which values the subsidiary's total equity at 90.6595 million RMB [1][3]. Financial Data of the Transaction Counterparty - Tianjin Haitai Real Estate Development Co., Ltd. is a wholly-owned subsidiary of Tianjin Ocean High-tech Development Co., Ltd., which is the controlling shareholder of Haitai Development Group [2]. - Recent financial data for Tianjin Haitai Real Estate includes: - Revenue for 2024: 1.8727 million RMB; Revenue for the first half of 2025: 0.9756 million RMB - Net profit for 2024: -2.2969 million RMB; Net profit for the first half of 2025: 0.0491 million RMB - Total assets for 2024: 2,027.4096 million RMB; Total assets for the first half of 2025: 1,980.6273 million RMB - Net assets for 2024: 1,625.3136 million RMB; Net assets for the first half of 2025: 1,578.4822 million RMB - Total liabilities for 2024: 402.0960 million RMB; Total liabilities for the first half of 2025: 402.1451 million RMB [2]. Purpose and Impact of the Transaction - The transaction is part of the company's strategic transformation, aimed at optimizing asset structure and enhancing sustainable development capabilities [4]. - It is estimated that the transaction will increase the total profit for 2025 by 460,000 RMB [4].