国浩律师（上海）事务所 关于 上海华谊集团股份有限公司 控股股东上海华谊控股集团有限公司 增持公司股份之 专项核查意见 上海市静安区山西北路 99 号苏河湾中 MT 25-28 楼 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai 200085, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5234 1670 网址/Website: http://www.grandall.com.cn 2025 年 9 月 国浩律师（上海）事务所 专项核查意见 国浩律师（上海）事务所 致: 上海华谊集团股份有限公司 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》"）、《上市公司收购管理办法》（以 下简称"《收购管理办法》"）和《上海证券交易所上市公司自律监管指引第8 号股份变动管理（2025年4月修订）》（以下简称"《股份变动管理指引》"） 等法律、法规及有关规范性文件的规定，国浩律师（上海）事务所（以下简称" ...

Core Viewpoint - Shanghai Huayi Group Co., Ltd. is legally qualified to increase its shareholding in the company, with the increase being compliant with relevant regulations and not requiring a public offer [1] Group 1 - Shanghai Huayi Group's controlling shareholder, Shanghai Huayi Holdings Group Co., Ltd., has increased its shareholding [1] - Before the increase, Shanghai Huayi and its concerted parties held a 37.14% stake in the company [1] - The shareholding increase plan was announced on March 18, 2025, and completed on September 17, 2025, totaling 20,279,342 shares acquired for 153,873,896.49 yuan, representing 0.96% of the total share capital [1] Group 2 - The law firm confirmed that the increase in shareholding complies with relevant laws and regulations, and the company has fulfilled its information disclosure obligations [1]

Company Overview - Shanghai Huayi Group Co., Ltd. is located at 809 Changde Road, Jing'an District, Shanghai, established on August 5, 1992, and listed on December 4, 1992. The company's main business involves the research, production, and sales of tires, energy chemicals, fine chemicals, and chemical services [2]. Business Segmentation - The revenue composition of Huayi Group includes: Fine Chemicals 19.84%, Tire Manufacturing 12.51%, Fine Chemicals: Propylene and downstream products 12.20%, Tire Manufacturing: Full steel radial tires 10.97%, Energy Chemicals 8.71%, Chemical Services 6.50%, and other segments contributing smaller percentages [2]. Financial Performance - As of June 30, Huayi Group reported a total revenue of 24.192 billion yuan for the first half of 2025, representing a year-on-year growth of 6.81%. The net profit attributable to shareholders was 488 million yuan, reflecting a year-on-year increase of 17.93% [3]. Shareholder Information - As of June 30, the number of shareholders for Huayi Group was 58,000, a decrease of 4.67% from the previous period. The average circulating shares per person remained at 0 shares [3]. Dividend Distribution - Huayi Group has cumulatively distributed 4.298 billion yuan in dividends since its A-share listing, with 1.064 billion yuan distributed over the past three years [4]. Institutional Holdings - As of June 30, 2025, the top ten circulating shareholders included Hong Kong Central Clearing Limited, holding 10.6497 million shares (a decrease of 5.2555 million shares), and the China Securities Shanghai State-owned Enterprise ETF, holding 8.6198 million shares (a decrease of 1.0099 million shares). The Southern China Securities 1000 ETF entered as a new shareholder with 6.9902 million shares [4]. Stock Performance - On September 18, Huayi Group's stock price decreased by 2.04%, trading at 8.64 yuan per share with a total market capitalization of 18.341 billion yuan. The stock has increased by 26.69% year-to-date, with a slight decline of 1.59% over the last five trading days [1].

Investment Rating - The industry investment rating is maintained as "Positive" [5] Core Viewpoints - The green low-carbon related industries, including green methanol, bio-aviation fuel, and green polyester, are gaining market attention due to their vast market potential and the need for sustainable development [8] - The green polyester sector is particularly favored as new technologies are expected to drive rapid growth, allowing for the replacement of virgin materials and opening up significant new market opportunities [8] Summary by Sections Investment Recommendations and Targets - The report recommends buying shares of Wan Kai New Materials (301216), which is well-positioned in the green polyester industry. Other recommended stocks include Sinopec (600028), Hengli Petrochemical (600346), Rongsheng Petrochemical (002493), Wanhua Chemical (600309), and Huayi Group (600623) due to expected recovery in the petrochemical and chemical sectors driven by "anti-involution" policies. Additionally, it suggests buying shares of pesticide formulation companies such as Runfeng Co., Ltd. (301035), Guoguang Co., Ltd. (002749), and Hailier (603639) [3]

Core Insights - The Shanghai 100,000-ton green methanol project has achieved a significant milestone by obtaining ISCC EU and PLUS dual certification, allowing its green methanol to enter the EU and global markets [1][2] - This project is a collaboration among four state-owned enterprises in Shanghai and is the largest domestic capacity project for producing green methanol from biogas, utilizing urban wet waste and livestock manure as raw materials [1] - The project aims to reduce carbon emissions by 80% compared to conventional fossil fuel methanol production, supporting the construction of Shanghai as an international shipping center [1] Certification and Market Impact - ISCC certification is recognized internationally and is essential for green products entering the EU energy market, with ISCC EU being mandatory for biofuels and biomass products [2] - The dual certification allows the green methanol produced in Shanghai to participate in global competition and helps mitigate trade risks while engaging in carbon reduction trading [2] - The project is expected to be completed and operational by the end of this year, with plans for the first local green methanol fueling at Shanghai Port before the 2026 Spring Festival [2]

Group 1 - The company announced the permanent shutdown of its subsidiary Shanghai Huayi Energy Chemical Co., Ltd.'s Wu Jing base [2] - Shanghai Huayi Energy Chemical was established in 1997 and primarily produces methanol, acetic acid, hydrogen, and synthesis gas [2] - The Wu Jing base includes a methanol facility with a designed capacity of 950,000 tons and an acetic acid facility with a designed capacity of 700,000 tons, with 2024 capacity utilization rates of 46.5% and 70.7% respectively [2] - The shutdown is a response to government requirements for industrial transformation and carbon peak initiatives in the Wu Jing area [2] - The company stated that this shutdown will help fulfill its social responsibility for green development and promote its low-carbon transition [2]

Market Overview - On September 15, the chemical raw materials sector declined by 0.16% compared to the previous trading day, with Zhenhua Co., Ltd. leading the decline [1] - The Shanghai Composite Index closed at 3860.5, down 0.26%, while the Shenzhen Component Index closed at 13005.77, up 0.63% [1] Stock Performance - Notable gainers in the chemical raw materials sector included: - Longbai Group (002601) with a closing price of 19.62, up 5.09% and a trading volume of 667,300 shares, totaling 1.314 billion yuan [1] - ST Yatai (000691) with a closing price of 7.81, up 4.97% and a trading volume of 101,400 shares, totaling 79.1972 million yuan [1] - Jinhai Titanium Industry (000545) with a closing price of 3.69, up 4.53% and a trading volume of 1,184,600 shares, totaling 435 million yuan [1] - Major decliners included: - Zhenhua Co., Ltd. (603067) with a closing price of 17.90, down 4.33% and a trading volume of 180,800 shares, totaling 329 million yuan [2] - Sanyou Chemical (600409) with a closing price of 5.78, down 3.02% and a trading volume of 368,900 shares, totaling 216 million yuan [2] - Jinniu Chemical (600722) with a closing price of 7.09, down 2.88% and a trading volume of 319,900 shares, totaling 228 million yuan [2] Capital Flow - The chemical raw materials sector experienced a net outflow of 398 million yuan from institutional investors, while retail investors saw a net inflow of 239 million yuan [2][3] - Notable capital flows included: - Huayi Group (600623) with a net inflow of 26.8479 million yuan from institutional investors [3] - Tianyuan Co., Ltd. (002386) with a net inflow of 25.0141 million yuan from institutional investors [3] - Xue Tian Salt Industry (600929) with a net inflow of 21.3913 million yuan from institutional investors [3]

Core Viewpoint - The demand for AI data centers is increasing, driven by high heat dissipation and high energy consumption, leading to a growing need for liquid cooling solutions [2][3]. Group 1: AI Data Center Capacity and Growth - According to Semianalysis, the global AI computing center installed capacity is expected to reach 7 GW in 2024, with further growth anticipated by 2028 [1][2]. Group 2: Liquid Cooling Solutions - The two main types of liquid cooling solutions for data centers are cold plate cooling and immersion cooling [3][4]. - Cold plate cooling can be further divided into single-phase and phase-change types, with single-phase primarily using deionized water and phase-change using fluorinated fluids [3]. - Immersion cooling liquids are categorized into synthetic oils and fluorinated liquids, with synthetic oils including hydrocarbon and silicone oils, and fluorinated liquids being ideal due to their chemical stability and low dielectric constant [4]. Group 3: Recommended Companies - For cold plate cooling, recommended companies include Haohua Technology (600378.SH), Juhua Co., Ltd. (600160.SH), and Sanmei Co., Ltd. (603379.SH) [3]. - For synthetic oils, Satellite Chemical (002648.SZ) is highlighted, while for silicone oil, the recommended company is Huamao Technology (603181.SH) [4]. - For fluorinated liquids, recommended companies include Sinoma Science & Technology (300037.SZ), Juhua Co., Ltd., Hualu Group (600623.SH), and Yonghe Co., Ltd. (605020.SH) [4].

Core Viewpoint - Shanghai Huayi Group's wholly-owned subsidiary, Shanghai Huayi Energy Chemical Co., Ltd., has announced the permanent shutdown of its Wu Jing base in response to government directives regarding industrial transformation and carbon peak requirements. Group 1: Company Overview - Company Name: Shanghai Huayi Energy Chemical Co., Ltd. [2] - Legal Representative: Zheng Bijun [2] - Established: June 24, 1997 [2] - Registered Capital: 404.887 million [2] - Registered Address: 4280 Longwu Road, Minhang District, Shanghai [2] - Business Scope: Includes coal, chemical products, and related technology exports and imports [2] Group 2: Financial Indicators - The Wu Jing base has a methanol design capacity of 950,000 tons with a 2024 capacity utilization rate of 46.5% and an acetic acid design capacity of 700,000 tons with a 2024 capacity utilization rate of 70.7% [4] - As of the end of 2024, the total assets of the Wu Jing base account for 7.9% of the company's latest audited total assets [4] - The revenue from the Wu Jing base is projected to be 5.9% of the company's consolidated revenue for 2024, with a net profit of -122.352 million [4] Group 3: Impact of Shutdown - The shutdown aligns with national "dual carbon" strategies and supports the company's commitment to green development and low-carbon transformation [4] - The specific impact on the company's financial data will be confirmed through audited financial reports [4]

Core Viewpoint - Huayi Group announced the permanent shutdown of its subsidiary Shanghai Huayi Energy Chemical Co., Ltd.'s Wu Jing base in response to government directives on industrial transformation and carbon peak requirements [2] Group 1 - The decision for permanent shutdown was made by the board of Shanghai Huayi Energy Chemical Co., Ltd. [2] - The shutdown aligns with government policies regarding industrial adjustment and carbon neutrality [2]