法律意见书 安徽天禾律师事务所 关于 产投三佳（安徽）科技股份有限公司 2025 年第四次临时股东大会的 法律意见书 地址：安徽省合肥市庐阳区濉溪路 278 号财富广场 B 座东区 16 层 电话：（0551）62642792 传真：（0551）62620450 网址：http://www.tianhelaw.cn 2025 年第四次临时股东大会的法律意见书 天律意字[2025]第 02203 号 致：产投三佳（安徽）科技股份有限公司 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》、《上海证券交易所上市公 司自律监管指引第 1 号—规范运作》（以下简称《规范运作指引》）等有关法律、 法规及规范性文件以及《公司章程》的有关规定，安徽天禾律师事务所（以下简 称"本所"）接受产投三佳（安徽）科技股份有限公司（以下简称"三佳科技" 或"公司"）的委托，指派律师（以下简称"本所律师"）通过现场出席的方式见 证于 2025 年 8 月 20 日召开的三佳科技 2025 年第四次临时股东大会（以下简称 "本次会议"），并出具本法律意见书。 在出具 ...

证券代码：600520 证券简称：三佳科技 公告编号：2025-042 产投三佳（安徽）科技股份有限公司 2025年第四次临时股东大会决议公告 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 (一)股东大会召开的时间：2025 年 8 月 20 日 (四)表决方式是否符合《公司法》及《公司章程》的规定，股东大会主持情况等。 本次股东大会的表决方式符合《公司法》《公司章程》的规定，公司董事长 裴晓辉先生主持了本次会议。 (二)股东大会召开的地点：安徽省铜陵市铜官区何村路产投三佳（安徽）科技股 份有限公司 5 号楼党群活动服务中心三楼会议室。 (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： | 1、出席会议的股东和代理人人数 | 585 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 37,517,234 | | 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（%） | ...

Group 1 - The core viewpoint of the article highlights the recent performance and financial metrics of Sanjia Technology (600520), indicating a slight increase in stock price and a notable net inflow of funds [1][3] - As of August 5, 2025, Sanjia Technology's stock closed at 29.39 yuan, with a 1.07% increase and a trading volume of 46,600 hands, amounting to 137 million yuan [1] - The company reported a total operating revenue of 69.38 million yuan for Q1 2025, reflecting a year-on-year decrease of 8.37%, and a net profit attributable to shareholders of 4.27 million yuan, down 398.90% year-on-year [1] Group 2 - Sanjia Technology has a current liquidity ratio of 2.684 and a quick ratio of 2.079, indicating a strong short-term financial position, with a debt-to-asset ratio of 31.19% [1] - The company has made investments in 11 enterprises and participated in 12 bidding projects, showcasing its active engagement in the market [2] - Sanjia Technology holds 10 trademark registrations and 221 patents, along with 32 administrative licenses, reflecting its commitment to innovation and compliance [2]

Group 1 - Sanjia Technology has acquired a 51% stake in Anhui Zhonghe Semiconductor Technology Co., Ltd., which will now be included in the consolidated financial statements of the listed company [1] - The acquisition was announced on August 4, with Zhonghe Semiconductor completing the equity change registration and receiving a new business license [1] - The core personnel of Zhonghe Semiconductor have quickly entered the management of Sanjia Technology, with Zong Lei appointed as the deputy general manager [1] Group 2 - In 2024, Zhonghe Semiconductor is projected to achieve revenue of 120 million yuan and a net profit of 2.34 million yuan, marking a turnaround from previous losses [2] - Shareholders of Zhonghe Semiconductor have committed to net profits of no less than 11.5 million yuan, 20 million yuan, and 28.5 million yuan for the years 2025 to 2027 [2] - As a guarantee for the performance commitments, shareholders have agreed to pledge their remaining 49% equity to Sanjia Technology [2] Group 3 - Sanjia Technology's performance has been under pressure, with a projected net profit of 1.8 million to 2.7 million yuan for the first half of the year, a year-on-year decline of 66% to 78% [3] - The decrease in profit is primarily due to changes in credit impairment losses, with an increase in credit impairment resulting in a loss of approximately 2.7 million yuan [3] - Last year, the company benefited from a reduction in credit impairment, generating a gain of about 3.5 million yuan, which is not expected to recur this year [3]

Group 1 - Sanjia Technology has acquired a 51% stake in Anhui Zhonghe Semiconductor Technology Co., Ltd., which has completed the necessary registration and received a new business license [1] - The acquisition allows Zhonghe Semiconductor to be included in Sanjia Technology's consolidated financial statements, enhancing the company's management team with key personnel from Zhonghe [1] - The acquisition price for the 51% stake was 121 million yuan, and Zhonghe Semiconductor specializes in semiconductor packaging equipment and related molds [1] Group 2 - In 2024, Zhonghe Semiconductor is projected to achieve revenue of 120 million yuan and a net profit of 2.34 million yuan, marking a turnaround from previous losses [2] - Shareholders of Zhonghe Semiconductor have committed to minimum net profits of 11.5 million yuan, 20 million yuan, and 28.5 million yuan for the years 2025 to 2027 [2] - As a guarantee for performance commitments, shareholders have agreed to pledge their remaining 49% stake to Sanjia Technology post-acquisition [2] Group 3 - Sanjia Technology's performance has been under pressure, with a projected net profit of 1.8 million to 2.7 million yuan for the first half of the year, representing a year-on-year decline of 66% to 78% [3] - The decrease in profit is attributed to changes in credit impairment losses, with a significant loss of approximately 2.7 million yuan impacting the overall profit [3] - The previous year saw a gain of about 3.5 million yuan from reduced credit impairment, which is not expected to recur this year [3]

Group 1 - The board of directors of the company held its fifth meeting of the ninth session on August 4, 2025, to discuss various proposals [5][9][11] - The meeting was conducted via telecommunication voting, with all 9 directors participating [6][7][10] - The board approved the appointment of Mr. Zong Lei as the deputy general manager, effective until the end of the current board's term [9][10] - The board also approved the reappointment of Rongcheng Accounting Firm as the financial report auditing institution for the year 2025, pending approval from the upcoming shareholders' meeting [11][12][18] - A proposal for the company and its subsidiaries to apply for comprehensive loan credit from banks was also approved [15][16][18] - The board decided to convene the fourth extraordinary general meeting of shareholders on August 20, 2025, to review the approved proposals [19][20] Group 2 - The company plans to change its accounting firm from Tianjian Accounting Firm to Rongcheng Accounting Firm due to the expiration of the previous firm's term [43][44][59] - The new accounting firm, Rongcheng, has a strong background, having been established in 1988 and is one of the earliest firms authorized to provide securities services [46] - Rongcheng has a total revenue of approximately 251 million yuan for 2024, with significant experience in auditing listed companies [48] - The board's audit committee has reviewed and approved the change, confirming that Rongcheng meets the necessary qualifications and standards [61][62] Group 3 - The company is in the process of acquiring a 51% stake in Anhui Zhonghe Semiconductor Technology Co., Ltd., with a transaction value of 121.38 million yuan [66] - The acquisition has progressed, with the company successfully completing the necessary registration changes with the market supervision authority [67] - The company has established a pledge agreement to secure performance commitments related to the acquisition [67]

Group 1 - The latest stock price of Sanjia Technology is 29.08 yuan, an increase of 0.59% compared to the previous trading day [1] - The trading volume for the day was 26,363 hands, with a transaction amount of 0.76 million yuan [1] - The company's total market capitalization is 4.607 billion yuan [1] Group 2 - Sanjia Technology is primarily engaged in the manufacturing of specialized equipment, with its registered location in Anhui Province [1] - On the evening of August 4, Sanjia Technology announced that the fifth meeting of the ninth board of directors approved multiple proposals, including the appointment of Mr. Zong Lei as the company's deputy general manager [1] Group 3 - The net outflow of main funds for Sanjia Technology on that day was 5.0277 million yuan, with a cumulative net outflow of 23.2266 million yuan over the past five trading days [1]

Group 1 - The board of directors of Sanjia Technology held its fifth meeting of the ninth session on August 4, 2025, via telecommunication voting, with all 9 directors participating [1][2]. - The board approved the appointment of Zong Lei as the vice president of the company, with the term starting from the date of approval until the end of the ninth board's term [1][2]. - The board also approved the reappointment of Rongcheng Accounting Firm as the financial report auditing institution for the year 2025, which will be submitted for approval at the fourth extraordinary general meeting of shareholders [2][3]. Group 2 - The board approved a proposal for Sanjia Technology and its subsidiaries to apply for comprehensive loan credit from banks, which will also be submitted for approval at the fourth extraordinary general meeting of shareholders [2][3]. - A proposal to convene the fourth extraordinary general meeting of shareholders on August 20, 2025, was approved, which will utilize both on-site and online voting methods [2][3].

Group 1 - The company, Sanjia Technology, will hold its fourth extraordinary general meeting of shareholders on August 20, 2025, at 14:30 in Tongling City, Anhui Province [1][3] - The voting for the meeting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for both trading and internet voting on the day of the meeting [1][2] - The agenda includes the approval of the annual financial report audit institution and internal control audit institution, which was previously approved by the board on August 4, 2025 [2][3] Group 2 - Shareholders must register to attend the meeting, with specific requirements for both individual and corporate shareholders [4][5] - The record date for shareholders eligible to attend the meeting is August 13, 2025 [4] - The company has outlined the procedures for proxy voting, including the need for proper identification and authorization documents for representatives [5][7]

Core Viewpoint - The company is proposing to change its auditing firm to Rongcheng Accounting Firm for the 2025 financial year, citing the need for improved audit services and cost efficiency [1][2]. Group 1: Audit Firm Change - The company intends to appoint Rongcheng Accounting Firm as the new auditor for the 2025 financial report and internal control audit, with a total fee of 660,000 yuan, which includes 480,000 yuan for financial report auditing and 180,000 yuan for internal control auditing [1]. - The previous auditor, Tianjian Accounting Firm, charged a total of 780,000 yuan for the last financial report audit and internal control audit, indicating a reduction in costs with the new firm [2]. Group 2: Loan Applications - The company and its subsidiary, Anhui Zhonghe Semiconductor Technology Co., Ltd., are applying for comprehensive loan credits from banks to support their operational needs and acquisitions [2][3]. - The company is seeking a total of 157.1 million yuan in comprehensive loan credit from Industrial Bank, which includes 60 million yuan for working capital and 97.1 million yuan for acquiring a 51% stake in Zhonghe Semiconductor [2]. - Additionally, the company is applying for 142.828 million yuan in comprehensive loan credit from China Merchants Bank, with 70 million yuan allocated for working capital and 72.828 million yuan for the same acquisition [3].