四川省成都市锦江区百扬大厦 1101 邮编：610072 1101,Baiyang Building,JinJiang District,Chengdu,Sichuan Prov. 电话/TEL:（028）87747485 传真/FAX：（028）87741838 网址/WEBSITE：www.kangdalawyers.com/ 北京康达（成都）律师事务所 关于国网信息通信股份有限公司 2024 年年度股东大会的 法律意见书 康达（成都）股会字【2025】第 0034 号 二零二五年六月 北京 BEIJING 上海 SHANGHAI 广州 GUANGZHOU 深圳 SHENZHEN 海口 HAIKOU 西安 XI'AN 青岛 QINGDAO 杭州 HANGZHOU 南京 NANJING 沈阳 SHENYANG 天津 TIANJING 成都 CHENGDU 1 北京康达（成都）律师事务所 关于国网信息通信股份有限公司 2024 年年度股东大会的法律意见书 康达（成都）股会字【2025】第 0034 号 致：国网信息通信股份有限公司： 北京康达（成都）律师事务所（以下简称"本所"）接受国网信息通 信股份有限公司 ...

Core Viewpoint - The event "Green Certificate: Smoothly Connecting China to the World - Green Certificate Entering the Yangtze River Delta" aims to promote the widespread application of renewable energy green power certificates (referred to as "green certificates") in the Yangtze River Delta region, supporting the construction of a green power consumption system and contributing to regional green, low-carbon, and high-quality development [1][2]. Group 1: Event Overview - The event was held on June 5 at the third Carbon Expo in Shanghai, with over 200 attendees including representatives from government, enterprises, and power trading institutions [1]. - The event was organized by the Beijing Electric Power Trading Center, with support from various organizations including State Grid Shanghai Electric Power and the National Energy Administration [1]. Group 2: Market Development - The green certificate market in China is entering a rapid development phase, with an improved policy framework and a significant increase in trading scale and market participation [2]. - In the first five months of this year, a total of 1.093 billion green certificates were issued, with trading volume reaching 289 million certificates, a year-on-year increase of 490% [2]. Group 3: Platform Launch - The Beijing Electric Power Trading Center's Green Certificate Trading Platform 2.0 was officially launched at the 2025 Shanghai International Carbon Neutrality Expo, featuring optimized operational processes and enhanced system performance [3]. - The new platform aims to improve transaction efficiency and transparency, providing a more convenient and efficient trading service for users [3].

Group 1 - The company will hold a shareholder meeting on June 11, 2025, to discuss various proposals including the acquisition of a subsidiary and financial service agreements [2][3] - The board of directors emphasizes compliance with relevant laws and regulations, ensuring the protection of shareholder rights [4][5] - The company aims to enhance its governance and operational efficiency while maintaining transparency in its decision-making processes [6][7] Group 2 - In 2024, the company achieved a revenue of 7.315 billion yuan, with a net profit of 682 million yuan, reflecting a decrease in revenue by 4.67% compared to the previous year [30][34] - The company has received multiple awards for its contributions to the software and information service industry, highlighting its commitment to innovation and social responsibility [4][11] - The company plans to strengthen its digital transformation and energy innovation services, aligning with national policies and industry trends [11][12] Group 3 - The company has established a comprehensive internal control system to mitigate risks and ensure compliance with legal requirements [12][13] - The board of directors has set a goal to enhance its strategic planning and governance structure, focusing on high-quality development and digitalization [14][15] - The company is committed to maintaining a stable dividend policy, distributing 0.20705 yuan per share, which accounts for 30.04% of its net profit for 2023 [10][34]

国网信息通信股份有限公司 2024 年年度股东大会 会 议 资 料 2025 年 6 月 0 2024 年年度股东大会会议资料 目 录 | 1.会议安排 - 3 | | | - | | --- | --- | --- | --- | | 2.公司 2024 年度董事会工作报告 - | | 5 | - | | 3.公司 2024 年度监事会工作报告 | - | 16 | - | | 4.审议公司 2024 年年度报告及摘要的议案 | - | 22 | - | | 5.审议公司 2024 年度财务决算报告的议案 | - | 23 | - | | 6.审议公司2024年度利润分配方案及2025年中期利润分配计划的议 | | | | | 案 - | | 26 | - | | 7.审议公司 2025 年度财务预算的议案 | - | 28 | - | | 8.审议关于公司收购国网信通亿力科技有限责任公司 100%股权暨关 | | | | | 联交易的议案 - | | 30 | - | | 9.审议公司 2025 年度日常关联交易额度的议案 | - | 42 | - | | 10.审议公司 2025 年度金融服务关联交易暨 ...

Core Viewpoint - State Grid Corporation's subsidiary, State Grid Information Communication Co., Ltd. (国网信通), is acquiring 100% equity of Yili Technology for approximately 1.853 billion yuan, aiming to enhance its business scale and operational performance through resource integration [1][3]. Group 1: Acquisition Details - The acquisition involves a cash payment of approximately 1.853 billion yuan for Yili Technology, which is fully owned by State Grid Information Communication Industry Group Co., Ltd. (信产集团) [1][3]. - Yili Technology specializes in big data, smart office, and digital archives, aligning well with the core business of State Grid Information Communication [1][3]. - The acquisition includes Yili Technology's stakes in Fujian Yirong Information Technology Co., Ltd. (59.3%) and Fujian Yili Electric Technology Co., Ltd. (100%) [3]. Group 2: Financial Performance and Projections - Yili Technology is expected to achieve a total net profit of no less than 393 million yuan from 2025 to 2027, contributing positively to State Grid Information Communication's financial performance [2][5]. - The acquisition price reflects a significant premium, with an assessed value of Yili Technology at 1.853 billion yuan compared to a book value of 862 million yuan, resulting in a premium of 992 million yuan (115.09% increase) [4]. - In 2024, Yili Technology reported revenues of 3.191 billion yuan and a net profit of 134 million yuan, while the first quarter of 2024 showed revenues of 316 million yuan with a net loss of approximately 20.62 million yuan [4]. Group 3: Company Background and Strategic Goals - State Grid Information Communication was established following a major asset restructuring in 2019, transitioning from a hydropower company to a new information communication business [6][7]. - The company aims to become a leading energy digitalization and intelligence innovation enterprise, enhancing its core competitiveness and expanding its business scale through this acquisition [3][7]. - The company has shown stable revenue growth from 2019 to 2023, with total revenues of 77.65 billion yuan in 2019 and 76.73 billion yuan in 2023, alongside a consistent increase in net profits [7].

Group 1 - Qingmu Technology plans to reduce its shareholding by up to 3%, amounting to no more than 2.776 million shares [1] - Newcap received a decision from the police to revoke the case against its actual controller, who was previously detained for insider trading [2] - Rhine Biotech's directors and executives plan to collectively reduce their holdings by up to 0.14%, totaling no more than 1.0185 million shares [3] Group 2 - Puli Tui's stock and convertible bonds will be delisted on May 22, 2025 [5] - *ST Nong Shang will have its delisting risk warning lifted and will resume trading on May 23, 2025 [7] - State Grid Information Communication plans to acquire 100% equity of Yili Technology for approximately 1.853 billion yuan [9] Group 3 - Kelun Pharmaceutical's subsidiary received drug registration approval for a new injectable product, which is the first of its kind in China [10] - Aishida plans to acquire 7% equity of its subsidiary Zhejiang Qianjiang Robot Co., Ltd. for 13.09 million yuan [11] - Hongming Co. is planning to acquire 83% equity of Shenzhen Chisu Automation Equipment Co., Ltd. for approximately 151 million yuan [12] Group 4 - JuJiao Co. plans to reduce its shareholding by up to 2.6%, totaling no more than 2.093 million shares [14] - AVIC Financial's stock will be delisted on May 27, 2025 [16] - Jingwang Electronics' major shareholders plan to reduce their holdings by up to 2.99% [17] Group 5 - Huaren Health intends to acquire stakes in three pharmaceutical chain companies for a total of 327 million yuan [18] - Huanrui Century's original shareholders are required to compensate for unfulfilled performance commitments with 116 million shares [20] - Tefa Service's shareholders plan to reduce their holdings by up to 3% [21] Group 6 - Maipu Medical is planning to acquire at least 51% of Easy Medical's equity, which will constitute a major asset restructuring [22] - *ST Jinshi will have its delisting risk warning lifted and its stock will resume trading on May 23, 2025 [22] - Guoke Micro is planning a major asset restructuring and will suspend trading [23] Group 7 - Defu Technology intends to acquire 100% equity of an overseas electronic circuit copper foil company [24] - Xince Standard's shareholder plans to reduce its holdings by up to 1% [25] - Xiouqiang Co. plans to reduce its holdings by up to 3% [27]

Group 1 - The State Financial Supervision Administration and seven other departments issued measures to support financing for small and micro enterprises, emphasizing the establishment of a coordination mechanism for financing support [1] - The measures include conducting extensive visits to small and micro enterprises to assess their operational status and financing needs, facilitating direct access to bank credit [1] - There is a focus on addressing the operational difficulties faced by small and micro enterprises and encouraging support for key sectors such as foreign trade, private enterprises, technology, and consumption [1] Group 2 - In May 2025, a total of 130 domestic online games were approved by the National Press and Publication Administration [2] Group 3 - The State Council announced the removal of Wang Jianjun from the position of Vice Chairman of the China Securities Regulatory Commission [3] Group 4 - The Shanghai Municipal Government issued a plan to boost consumption, which includes measures to promote reasonable income growth and improve wage distribution mechanisms [4] - The plan aims to enhance the minimum wage adjustment mechanism and support the development of the rural economy and new business models [4] Group 5 - Shanghai is accelerating the introduction of childcare subsidies and maternity social security subsidies as part of its efforts to build a family-friendly society [5] - The city plans to explore increasing parental leave and spouse's paternity leave while enhancing the quality of public kindergartens [5] Group 6 - The Ministry of Foreign Affairs stated that China has the capability and confidence to handle external risks, including tariff wars, as evidenced by a 2.4% year-on-year increase in total goods import and export in the first four months of the year [6] - Exports grew by 7.5%, indicating strong international competitiveness despite high tariff barriers [6] Group 7 - The Ministry of Foreign Affairs expressed strong opposition to the EU's unilateral sanctions against Chinese companies, emphasizing the need for fair trade practices [8] - The ministry highlighted that normal business interactions between Chinese and Russian companies should not be disrupted by these sanctions [8] Group 8 - The Dalian Commodity Exchange announced trading arrangements for the Dragon Boat Festival period, with a market closure from May 31 to June 2, 2025, and a return to normal trading on June 3 [9] Group 9 - Heng Rui Pharmaceutical set the issuance price for its H-shares at HKD 44.05 per share [11] - Xinyuan Technology plans to issue H-shares and list on the Hong Kong Stock Exchange [11] - The company Guokai Microelectronics is planning a major asset restructuring, leading to a suspension of its stock from May 22 [11]

Key Points - Vanke A has signed a supplementary agreement with Shenzhen Metro Group for a loan of up to 4.2 billion yuan, with a pledge of up to 6 billion yuan in shares of its subsidiary, Wanwu Cloud [3] - Heng Rui Pharmaceutical has set the final price for its H-share issuance at 44.05 HKD per share, with plans to list on the Hong Kong Stock Exchange on May 23, 2025 [4] - Wan Dong Medical has elected Ma Chibing as the new chairman after Hu Ziqiang resigned from the position [5] - Tianqi Mould has confirmed that there are no undisclosed significant matters amid ongoing major asset restructuring [6] - Zhejiang Rongtai plans to invest 20 million yuan to establish a wholly-owned subsidiary focused on intelligent robotics [7] - ST Mingcheng intends to publicly transfer 45% of its subsidiary, Time Media, which will no longer be included in the consolidated financial statements [8] - Shanghai Xiba plans to purchase patent assets for 2 million yuan and 500,000 yuan, and establish subsidiaries to promote the commercialization of new technologies [9] - Jushen Co. has received a total of 95.7 million yuan in dividends from its six wholly-owned subsidiaries [10] - ST Asia Pacific has confirmed no undisclosed significant matters or ongoing major plans [11] - Tianrong Tianyu's controlling shareholder's agreement will not be renewed after its expiration [12] - Wangzi New Materials has stated that its energy storage capacitor business is minimal and will not significantly impact its performance [13] - Nanjing Port has clarified that its foreign trade container business does not have direct routes to the U.S. [14] - Jinlongyu has indicated that its solid-state battery business has not yet formed stable long-term revenue [15] - Tianzhihang's subsidiary plans to raise capital by introducing investors [16] - State Grid Information plans to acquire 100% of Yili Technology for 1.853 billion yuan, enhancing its revenue and profit [17] - ST Nongsang will remove its delisting risk warning starting May 23 [18] - Yipin Hong has stated that its innovative drug AR882 has not yet been launched and will not significantly impact recent performance [19] - Huanrui Century has announced a performance compensation plan requiring original shareholders to compensate 116 million shares [20] - Huaren Health plans to acquire stakes in three pharmaceutical chain companies for a total of 3.282 billion yuan [21][22] - Hongming Co. is planning to acquire 83% of Shenzhen Chisu for 1.51 billion yuan [23] - Aishida intends to acquire an additional 7% stake in its subsidiary Qianjiang Robot for 13.09 million yuan [24] - Dasheng Intelligent has signed a contract worth 11.5 million yuan for a high-efficiency machine room project [25] - Jinggu Co. has received a notice to supply wheels for a major global automaker, with expected sales of approximately 158 million USD over ten years [26] - Pingzhi Information has signed a framework agreement with China Mobile for antenna products worth up to 13.01 million yuan [27] - Shanghai Laishi's controlling shareholder plans to increase its stake by 250 million to 500 million yuan [28] - Qixia Construction's shareholder plans to reduce its stake by up to 3% [29] - Sichuan Gold's major shareholders plan to reduce their stakes by up to 5.5% [30] - Qingyun Technology's shareholders plan to reduce their stakes by up to 4.5% [31] - Rhein Biological's directors plan to reduce their stakes by up to 0.14% [32] - Qingmu Technology's shareholder plans to reduce its stake by up to 3% [33] - Sanrenxing's employee shareholding platform plans to reduce its stake by up to 3% [34][35] - Juzhi Technology's director plans to reduce his stake by up to 40,000 shares [36] - Jingwang Electronics' major shareholders plan to reduce their stakes by up to 2.99% [37] - Jujiao Co. plans to reduce its stake by up to 2.6% [38] - Xiyu Tourism's major shareholder plans to reduce its stake by up to 3% [39]

Company Overview - The company, State Grid Information Communication Yili Technology Co., Ltd., was established on December 27, 2000, in Xiamen, with an initial registered capital of RMB 50 million, which has since increased to RMB 409.6 million [1][4] - The company underwent several name changes and ownership transfers, becoming a wholly-owned subsidiary of the State Grid Electric Power Research Institute in 2012 and later the State Grid Information Communication Industry Group Co., Ltd. in 2015 [1][3] Business Activities - The company's main business activities include software development, data processing and storage support services, information system integration services, digital content production, integrated circuit design, enterprise management consulting, and various technology services [2][3] - The company also engages in manufacturing and sales of network equipment, mobile terminal devices, and various electronic instruments, as well as providing cloud computing and energy storage technology services [2] Financial Reporting - The financial statements are prepared based on the going concern assumption, following the accounting standards issued by the Ministry of Finance, and reflect the company's financial position as of March 31, 2025, and December 31, 2024 [4][5] - The company adheres to the accrual basis of accounting, ensuring that transactions are recorded when they occur, rather than when cash is received or paid [4] Accounting Policies - The company has established specific accounting policies and estimates based on its operational characteristics, including the treatment of business combinations and the recognition of financial assets and liabilities [6][10] - The company classifies financial assets into categories based on their management model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [15][16] Risk Management - The company assesses expected credit losses for financial assets, applying a general approach or simplified approach based on the credit risk characteristics of the assets [22][23] - The company recognizes impairment losses for financial assets measured at amortized cost and those measured at fair value through other comprehensive income [22][25]

Core Viewpoint - The company intends to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. to enhance fund utilization efficiency and optimize settlement processes, which constitutes a related party transaction [1][2]. Summary by Sections Related Party Transaction Overview - The company plans to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. for services including deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [1][4]. - The transaction has been approved by the company's board and supervisory committee and will be submitted for shareholder approval [1][2]. Related Party Information and Relationship - China Electric Power Finance Co., Ltd. is a state-owned limited liability company, with total assets of 251.87 billion RMB and net assets of 49.96 billion RMB as of December 31, 2024 [3]. - The controlling shareholder of the company is the State Grid Information Communication Industry Group, which holds 43.86% of the shares [3][4]. Main Content of the Agreement - The services provided by China Electric Power Finance include deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [4]. - The average daily deposit balance with China Electric Power Finance will not exceed 2 billion RMB, with a maximum daily balance of 4 billion RMB [4]. Pricing Principles and Agreement Duration - The deposit interest rates will not be lower than those offered by major commercial banks for similar deposits [4]. - The agreement is effective from the date of approval at the 2024 annual general meeting until the 2025 annual general meeting [4]. Transaction Purpose and Impact - The financial services provided by China Electric Power Finance are efficient and beneficial for improving the company's fund settlement efficiency [5]. - The transaction is conducted fairly and does not harm the interests of the company or its non-related shareholders [5]. Review Procedures - The audit committee and independent directors have reviewed and approved the agreement, confirming compliance with legal regulations and fair pricing [6][8].