上正恒泰法律意见书 河南中孚实业股份有限公司 上海上正恒泰律师事务所 关于河南中孚实业股份有限公司 2022 年限制性股票激励计划回购注销 已获授但尚未解除限售股票相关事宜的 法律意见书 2025年7月 上海市浦东新区陆家嘴环路 166 号未来资产大厦 9 楼 DEF 单元 电话 021-68816261 邮政编码: 200120 www.hengtai-law.com 上正恒泰法律意见书 河南中孚实业股份有限公司 上海上正恒泰律师事务所 关于河南中孚实业股份有限公司 2022 年限制性股票激励计划 回购注销已获授但尚未解除限售股票相关事宜的 法律意见书 致:河南中孚实业股份有限公司 上海上正恒泰律师事务所(以下简称"本所")接受河南中孚实业股份有限公 司(以下简称"公司")的聘请,指派本所程晓鸣律师、田云律师(以下简称"本所 律师"),就公司 2022年限制性股票激励计划(以下简称"激励计划"或"本次激励 计划")相关事宜提供专项法律服务,并就本次激励计划回购注销激励对象已获 授但尚未解除限售股票(以下简称"本次回购注销")相关事宜出具本法律意见书。 为出具本法律意见书,本所律师审阅了《河南中孚实业股份有限 ...

Group 1 - *ST San Sheng (002742.SZ): The controlling shareholder Pan Xianwen's 32.2 million shares have been transferred, accounting for 7.30% of the total share capital, reducing his holding from 17.26% to 16.75, with no change in company control [1] - Aikang Co., Ltd. (300889.SZ): Shareholders Zhang Fengbin and Feng Renrong reduced their holdings by a total of 1.76 million shares, accounting for 1.06% of the total share capital, completing the reduction plan [1] - Allianz Ruishi (301042.SZ): Director Shen Lei reduced his holdings by 98,700 shares, accounting for 0.14% of the total share capital, with the reduction plan period ending [1] Group 2 - Baotong Technology (300031.SZ): Controlling shareholder Bao Zhifang and director Tang Yu plan to reduce their holdings by up to 8.3749 million shares and 1.526988 million shares, accounting for no more than 2% and 0.36% of the total share capital, respectively [2] - Biyiwei (688045.SH): Shareholders Fang Guang Erqi and Yuan Chengjun plan to reduce their holdings by up to 139,680 shares and 69,840 shares, accounting for no more than 2% and 1% of the total share capital, respectively [2] - Chahua Co., Ltd. (603615.SH): Shareholder Shenzhen Hanjinliang reduced 2.397 million shares, accounting for 0.99% of the total share capital, completing the reduction plan [2] Group 3 - Dacai Co., Ltd. (605287.SH): Shareholder Qingdao Dikuang Chanquan Development Co., Ltd. reduced 3.64 million shares, accounting for 2.60% of the total share capital, completing the reduction plan [3] - Dize Pharmaceutical (688192.SH): Vice President Zhang Shiying reduced 161,550 shares, accounting for 0.0035% of the total share capital, completing the reduction plan [3] - Fuhan Micro (300613.SZ): Controlling shareholder's concerted action party plans to reduce up to 6.90208 million shares, accounting for 3% of the total share capital [3] Group 4 - Guanghuan Xinwang (300383.SZ): Directors and vice presidents plan to reduce a total of up to 720,476 shares, accounting for no more than 0.04% of the total share capital [4] - Hanyu Group (300403.SZ): Director and Vice President Wu Geming plans to reduce up to 1 million shares, accounting for 0.1658% of the total share capital [4] - Haosen Intelligent (688529.SH): Shareholders plan to reduce a total of up to 3 million shares, accounting for 1.7838% of the total share capital [4] Group 5 - Huilong New Materials (301057.SZ): Controlling shareholder's concerted action party plans to reduce up to 3.482902 million shares, accounting for 3% of the total share capital excluding repurchased shares [5] - Huitong Co., Ltd. (688219.SH): Shareholder Tong'an Fund reduced 4.667815 million shares, accounting for 0.93% of the total share capital, completing the reduction plan [5] Group 6 - Jiangsu Shentong (002438.SZ): Shareholder Huzhou Fenglin Huoshan Equity Investment Partnership reduced a total of 14.205 million shares, accounting for 2.798808% of the total share capital, completing the reduction plan [6] - Jiangtian Chemical (300927.SZ): Shareholder Jiangshan Co., Ltd. reduced 1.3265 million shares, accounting for 0.92% of the total share capital [6] - Jin Sanjiang (301059.SZ): Shareholder Guangzhou Saina reduced 104,900 shares, accounting for 0.05% of the total share capital, completing the reduction plan [6] Group 7 - Jingxue Energy (301010.SZ): Controlling shareholder's concerted action party reduced 1.08 million shares, accounting for 1% of the total share capital, completing the reduction plan [7] - Jiuwu High-Tech (300631.SZ): Vice President Wang Xiaohu and Cheng Junjun plan to reduce up to 18,900 shares and 5,000 shares, accounting for no more than 0.1511% and 0.04% of the total share capital, respectively [7] - Kanghui Pharmaceutical (603139.SH): Shareholder Shanghai Sailoxian plans to reduce up to 2.9964 million shares, accounting for 3% of the total share capital [7] Group 8 - Meino Biological (301156.SZ): Shareholder's concerted action party reduced 1.297029 million shares, accounting for 0.92% of the total share capital, completing the reduction plan [8] - Minfa Aluminum Industry (002578.SZ): Shareholder Huang Tianhuo reduced 6.6702 million shares, accounting for 0.71% of the total share capital, reducing his holding to 4.9963% [8] - Nuo Puxin (002215.SZ): Directors and senior management plan to reduce a total of up to 1.8607 million shares, accounting for no more than 0.185% of the total share capital [8] Group 9 - Entropy Technology (301330.SZ): Shareholders reduced a total of 4,693,864 shares, accounting for 1.9556% of the total share capital, completing the reduction plan [9] - Shengbang Co., Ltd. (301233.SZ): Supervisor Hu Jilin plans to reduce up to 5,650 shares, accounting for 0.0111% of the total share capital [9] - Shudao Equipment (300540.SZ): Senior management did not reduce their shares, and the reduction plan period has ended [9] Group 10 - Tongyu Communications (002792.SZ): Controlling shareholder and actual controller Shi Guiqing plans to reduce up to 15,653,487 shares, accounting for 2.9963% of the total share capital [10] Group 11 - Wuzhou Xinchun (603667.SH): Senior management plans to reduce a total of up to 22,500 shares, accounting for no more than 0.0061%, 0.0067%, and 0.0037% of the total share capital [11] - New Sharp Co., Ltd. (688257.SH): Senior management plans to reduce up to 750,000 shares, accounting for no more than 0.2971% of the total share capital [11] - New Hope (000876.SZ): Senior management reduced 225,000 shares, accounting for 0.005% of the total share capital, completing the reduction plan [11] Group 12 - Youke De (688158.SH): Shareholder Zhongyi Capital reduced 882,766 shares, accounting for 0.19% of the total share capital, completing the reduction plan [12] - Changqing Technology (001324.SZ): Shareholders reduced a total of 4,165,050 shares, accounting for 3.00% of the total share capital, completing the reduction plan [12] - Changxin Bochuang (300548.SZ): Shareholders plan to reduce up to 8.6 million shares, accounting for 2.95% of the total share capital [12] Group 13 - Zhongfu Industrial (600595.SH): Shareholder Henan Yicheng Chuangtou plans to reduce up to 40 million shares, accounting for 1% of the total share capital [13] - Zhuhai Ming Technology (300232.SZ): Controlling shareholder Lin Mingfeng plans to reduce up to 21,722,009 shares, accounting for 1.99% of the total share capital [13] - Zhuoyi Information (688258.SH): Employee shareholding platform plans to reduce up to 2,271,445 shares, accounting for no more than 1.88% of the total share capital [13]

Summary of Key Points Core Viewpoint - The major shareholder of Henan Zhongfu Industrial Co., Ltd., Yicheng Venture Capital Group Co., Ltd., plans to reduce its stake in the company through a centralized bidding method, indicating a strategic move based on its operational needs [1][2][3]. Group 1: Shareholder Information - Yicheng Venture Capital holds 200,471,535 shares, representing 5.00% of the total share capital of Zhongfu Industrial, acquired through judicial transfer [1][2]. - The shareholder is classified as a direct shareholder holding more than 5% and does not have any controlling or acting-in-concert relationships [2]. Group 2: Reduction Plan Details - The reduction plan involves selling up to 40,000,000 shares, which is not more than 1.00% of the total share capital, within three months starting from 15 trading days after the announcement [1][2]. - The reason for the reduction is stated as the need for self-funding [2]. Group 3: Implementation and Compliance - The actual number of shares sold and the sale price will depend on market conditions and stock performance during the reduction period [3]. - The company will comply with relevant laws and regulations during the implementation of the reduction plan and will fulfill its disclosure obligations [3].

Core Viewpoint - Several listed companies in the Shanghai and Shenzhen markets have announced significant developments, including management changes, stock trading fluctuations, and major contracts, which may present investment opportunities and risks for investors [2]. Group 1: Management Changes and Legal Issues - Scanda's chairman and general manager, Li Yuejie, along with director Zhu Chuncheng, have been subjected to criminal coercive measures due to alleged violations related to information disclosure [3]. - Longhong High-Tech is planning to acquire 100% equity of Guangxi Changke, leading to a stock suspension for up to 10 trading days [6]. Group 2: Stock Trading and Performance - New Asia Electronics reported abnormal stock trading with a cumulative price deviation exceeding 20% over three days, while confirming that its operations are normal and consistent with previously disclosed share reduction plans [5]. - ST Tiexin announced the removal of risk warnings and a name change, which will increase the trading limit from 5% to 10% [8]. Group 3: Financial Performance Forecasts - Industrial Fulian expects a net profit increase of 36.84% to 39.12% year-on-year for the first half of 2025, driven by a surge in AI-related business [18]. - Huayou Cobalt anticipates a net profit increase of 55.62% to 67.59% for the same period, benefiting from integrated operations and rising cobalt prices [19]. - Guoli Co. forecasts a staggering net profit increase of 130.91% to 158.08% for the first half of 2025, attributed to new product and market expansions [20]. - Bangji Technology expects a net profit increase of 166.77% to 200.91%, driven by increased sales from direct sales channels [21]. - Lier Chemical predicts a net profit increase of 185.24% to 196% due to rising product sales and cost reduction efforts [25]. Group 4: Major Contracts and Projects - Huadian Science and Technology signed significant contracts worth approximately RMB 25.16 billion for coal handling and transportation systems [41]. - Aerospace Engineering is the first candidate for a project with a bid of RMB 23.92 billion for a coal gasification facility [43].

7月7日晚间，沪深两市多家上市公司发布公告，以下是第一财经对一些重要公告的汇总，供投资者参 考。 【品大事】 斯康达：公司董事长兼总经理李月杰和董事朱春城被采取刑事强制措施 工业富联二季度净利润预增约五成 工业富联(601138)发布2025年半年度业绩预告，预计上半年实现归母净利润119.58亿元—121.58亿元， 同比上升36.84%到39.12%；预计第二季度实现归母净利润67.27亿元到69.27亿元，同比上升47.72%— 52.11%，均创下同期历史新高。业绩大幅增长主要得益于AI相关业务的爆发，在第二季度AI服务器营 收同比增长超过60%，800G交换机营收达2024全年的3倍。 华友钴业：上半年净利同比预增55.62%到67.59% 瑞斯康达(603803)公告，7月5日，公司收到相关人员家属通知，因涉嫌违规披露、不披露重要信息罪， 根据《中华人民共和国刑事诉讼法》第八十二条的规定，北京市公安局朝阳分局决定对公司董事长兼总 经理李月杰和董事朱春城采取刑事强制措施，其中朱春城已被取保候审。经与有关部门了解，上述涉嫌 违规披露、不披露重要信息事项与2023年9月中国证监会对公司做出的行政处罚系同 ...

证券代码：600595 证券简称：中孚实业 公告编号：2025-040 河南中孚实业股份有限公司 关于持股 5%以上股东拟通过集中竞价方式 减持股份计划公告 本公司董事会、全体董事及相关股东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： 股东持股的基本情况：截至本公告披露日，河南中孚实业股份有限公司 （以下简称"公司"或"中孚实业"）持股 5%以上股东河南怡诚创业投资集团有限 公司（以下简称"怡诚创投"）持有公司股份 200,471,535 股，占公司总股本的 5.00%。 前述股份来源均为通过司法划转方式取得。 减持计划的主要内容：2025 年 7 月 7 日，公司接怡诚创投通知，怡诚创 投拟自本公告披露之日起 15 个交易日后的 3 个月内通过集中竞价方式减持公司 股份不超过 4,000 万股，即不超过公司总股本的 1%。若在减持计划实施期间公 司有送股、资本公积金转增股本、配股等股份变动事项，应对本次减持股份数量 做相应调整。 | 股东名称 | 河南怡诚创业投资集团有限公司 | | | | --- | --- | --- | ...

Investment Rating - The investment rating for the non-ferrous metals industry is "Positive" (maintained) [4][106]. Core Views - The report highlights that copper prices are experiencing fluctuations due to the interplay of the 232 investigation and interest rate cut expectations, with recent price changes showing a mixed trend [5]. - The report emphasizes the importance of low inventory levels in supporting copper prices, while also noting the potential impact of the 232 copper import investigation and upcoming interest rate decisions by the Federal Reserve [5]. - The report suggests monitoring companies such as Zijin Mining, Luoyang Molybdenum, Jincheng Mining, and Western Mining for investment opportunities [5]. Summary by Sections 1. Industry Overview - The report provides insights into macroeconomic indicators, including U.S. employment data, which may influence market conditions [9]. - The non-ferrous metals sector's performance is analyzed, with the sector underperforming compared to the Shanghai Composite Index [11]. 2. Industrial Metals 2.1 Copper - Recent price movements show LME copper up by 0.25%, while SHFE copper is down by 0.24% [25]. - Inventory levels for copper have increased, indicating a potential shift in market dynamics [25]. 2.2 Aluminum - LME aluminum prices increased by 0.41%, with inventory levels also rising [35]. - The report notes a decrease in aluminum smelting profits, attributed to rising costs [35]. 2.3 Lead and Zinc - Lead prices have seen a slight increase, while zinc prices have decreased [48]. - Inventory levels for both metals are discussed, highlighting market supply conditions [48]. 2.4 Tin and Nickel - Tin prices have decreased slightly, while nickel prices have shown an upward trend [62]. - The report discusses profitability metrics for nickel producers in both domestic and international markets [62]. 3. Energy Metals 3.1 Lithium - Lithium prices have shown a slight rebound, with specific price changes noted for lithium carbonate and lithium spodumene [74]. - The report indicates that supply-side adjustments are anticipated, which may affect future pricing [74]. 3.2 Cobalt - Cobalt prices have increased domestically due to export bans from the Democratic Republic of Congo, which may create supply constraints [86]. - The report highlights the profitability of domestic cobalt refining operations [86].

Core Viewpoint - The non-ferrous metal sector has experienced significant stock price increases, particularly with North Copper rising over 7%, driven by market dynamics and external factors [1] Group 1: Stock Performance - North Copper's stock increased by over 7% during the trading session [1] - Other companies such as Jingyi Co., Zijin Mining, Western Mining, Jincheng Mining, Electric Alloy, Zhongfu Industrial, Tianshan Aluminum, and Baiyin Nonferrous also saw price increases [1] Group 2: Market Dynamics - A report from Wukuang Securities highlighted renewed discussions around U.S. copper tariffs, alongside low LME (London Metal Exchange) inventory levels leading to warehouse congestion [1] - The LME copper prices have broken through their previous trading range and are showing a strong upward trend [1] Group 3: Future Outlook - The market is advised to monitor the results and implementation timeline of the Section 232 investigation, as copper prices are expected to rise ahead of any potential tariff imposition [1]

Summary of Zhongfu Industrial Conference Call Company Overview - Zhongfu Industrial operates in three main segments: electrolytic aluminum, aluminum processing, and coal. The company has a total electrolytic aluminum capacity of 750,000 tons, aluminum processing capacity of 690,000 tons, and coal capacity of 2.25 million tons [3][7]. Financial Performance and Projections - For 2025, Zhongfu Industrial expects a net profit attributable to shareholders of approximately 2.24 billion yuan, based on an electrolytic aluminum price of 20,500 yuan/ton and an alumina price of 3,000 yuan/ton. The current P/E ratio is only 8 times, indicating low valuation and growth potential [2][3]. - The company anticipates a significant profit increase in the electrolytic aluminum segment in 2025 due to a 120,000-ton increase in equity capacity, reduced electricity costs from hydropower purchases, and a substantial drop in alumina prices [4][5]. - The projected net profit for 2026 is around 2.55 billion yuan, with a commitment to a minimum dividend payout ratio of 60% from 2025 to 2027, resulting in a dividend yield of approximately 8% [6][15]. Cost Structure and Profitability - The average electricity cost is expected to decrease from 0.53 yuan/kWh to 0.47 yuan/kWh due to changes in the electricity trading scheme in Sichuan, which will enhance profitability in the Guangyuan region [4][11]. - The company has successfully reduced its debt-to-asset ratio from over 100% to 33.4% following its restructuring [10]. Employee Incentives - In February 2025, Zhongfu launched an employee stock ownership plan, transferring 265 million shares at a price of 2.79 yuan per share, totaling approximately 424 million yuan. Over 70% of employees participated in this plan [8]. Business Segment Developments - The aluminum processing segment contributes significantly to revenue, with 63% of revenue from aluminum processing and 32% from electrolytic aluminum in 2024. The coal segment contributes relatively less [10]. - The company has made progress in its canning materials business, raising processing fees for can body and lid materials, which has improved processing profits [12]. Coal Business Status - Zhongfu currently operates three coal mines with a total capacity of 2.25 million tons, but actual equity capacity is only 610,000 tons. The company faced losses in the coal segment in Q1 2025, but expects to return to profitability as all mines resume operations [13]. Long-term Outlook - The company forecasts net profits of 2.76 billion yuan for 2027, with a potential doubling of market value if the dividend yield returns to a normal level of around 5% [6][15]. Conclusion - Zhongfu Industrial is positioned for significant growth in the coming years, driven by improvements in its electrolytic aluminum segment, a strong commitment to dividends, and a solid restructuring outcome. The company maintains a favorable outlook for its financial performance and market valuation.

Core Viewpoint - The industrial aluminum profile market in China is experiencing significant growth driven by the increasing demand for lightweight vehicles and the expansion of the new energy vehicle sector, alongside robust demand from the photovoltaic industry [1][9]. Market Overview - Industrial aluminum profiles are primarily alloy materials made from aluminum, produced through processes like melting and extrusion, resulting in various shapes for different applications [2]. - The market is witnessing a production capacity expansion among Chinese manufacturers to meet the rising demand, with a projected production volume of 11.705 million tons in 2024, marking a year-on-year increase of 23.21% [1][9]. Market Policies - A series of supportive policies have been introduced to encourage technological innovation and green manufacturing in the industrial aluminum profile sector, including guidelines for recycling and promoting green finance [4][6]. Industry Chain - The upstream of the industrial aluminum profile industry includes bauxite, recycled aluminum, and production equipment, while the downstream encompasses applications in photovoltaic, new energy vehicles, and construction [7]. Competitive Landscape - The industrial aluminum profile market is highly competitive, with numerous players entering the field. The top twenty companies include prominent names such as Conglin Aluminum Technology and Dingmei New Materials [11][13]. - Conglin Aluminum Technology specializes in high-end industrial aluminum profiles and lightweight equipment, serving major clients like China CRRC and Maersk [14]. - Dingmei New Materials focuses on high-performance aluminum and magnesium alloys, achieving a revenue of 1.491 billion yuan in 2024, with 44.01% from industrial aluminum materials [16]. Development Trends - The industry is expected to adopt smart production lines and technologies such as IoT and AI to enhance efficiency and reduce costs. The use of recycled aluminum is anticipated to increase, promoting resource circularity [18].