上海市国茂律师事务所 关于上海华谊集团股份有限公司 二〇二五年第三次临时股东大会的 法律意见书 Shanghai International Economic & Trade Law Office 致:上海华谊集团股份有限公司 上海市国茂律师事务所(以下简称"本所")接受上海华谊集团 股份有限公司(以下简称"公司"）的委托,指派林芳芳律师、齐元 浩律师(以下简称"本所律师")出席了公司于 2025年7月 31 日召 开的 2025年第三次临时股东大会,对本次股东大会的召集、召开程序、 出席人员资格、表决程序、表决结果等事项发表法律意见。 上海市国茂律师事务所圆 (原上海国际经济贸易律师事务所) Shanghai International Economic & Trade Law Office SIETLO 电话:TELEPHONE:021-63201177 中国上海市人民路 885 号 淮海中华大厦 3 楼 305 室 200010 ROOM 305, 3 "FLOOR HUAI HAI CHINA BUILDING 885RENMIN ROAD SHANGHAI 200010, CHINA 传真:TELE ...

Summary of Key Points Core Viewpoint - In the recent five trading days (July 21 to July 25), significant shareholder activities were observed, with 13 companies experiencing share increases totaling 341 million shares and an aggregate investment of 1.471 billion yuan, while 127 companies saw a total reduction of 7.589 billion yuan in shares [1]. Group 1: Shareholder Activities - A total of 13 companies had significant shareholder increases, with the highest increase from Everbright Bank, which saw 264 million shares added, amounting to 1.118 billion yuan [1]. - Ansteel Corporation followed with an increase of 31.93 million shares and an investment of 76.82 million yuan [1]. - The third highest increase was for Jerry Holdings, with a total increase of 5.85 million yuan [1]. Group 2: Sector Distribution - The majority of shareholder increases were concentrated in the main board, with a total increase of 1.471 billion yuan [1]. - Key industries with significant shareholder increases included basic chemicals and machinery equipment, each contributing three companies to the list [1]. Group 3: Market Performance - The average increase for stocks with shareholder increases over the past five days was 3.65%, outperforming the Shanghai Composite Index during the same period [1]. - Notable gainers included Kailong Co., with a rise of 14.81%, Liugong, with an increase of 9.85%, and Dongpeng Holdings, which rose by 7.38% [1]. - Conversely, Shanghai Bank and Everbright Bank experienced declines of 5.71% and 3.29%, respectively [1]. Group 4: Fund Flow and Performance Forecast - In terms of fund flow, stocks with shareholder increases saw significant net outflows, particularly from Liugong and Shanghai Bank, with outflows of 380 million yuan and 168 million yuan, respectively [2]. - Among the stocks with significant shareholder increases, five companies released half-year performance forecasts, with three expecting profit increases. An Tong Holdings projected a net profit of 515 million yuan, reflecting a year-on-year increase of 234.42% [2].

Core Viewpoint - Shanghai Huayi Group's controlling shareholder, Shanghai Huayi Holding Group Co., Ltd., has increased its stake in the company, raising its ownership from 37.66% to 38.00%, which triggers a 1% threshold for equity change [1][2]. Group 1: Shareholding Changes - The controlling shareholder's stake increased from 37.66% to 38.00% [1][2]. - The increase in shareholding was achieved through a plan to buy back shares, with a total investment amounting to between RMB 1.5 billion and RMB 3 billion [1]. - As of July 22, 2025, the total shares acquired amounted to 18,155,542, representing approximately 0.86% of the company's total share capital [2]. Group 2: Compliance and Regulations - The equity change does not trigger mandatory tender offer obligations [2]. - The increase in shareholding complies with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines [2]. - The change in equity will not result in a change of the controlling shareholder or actual controller of the company [2].

证券代码：600623 证券简称：华谊集团 公告编号：2025- 045 900909 华谊 B 股 3.一致行动人信息 一致行动人名称 投资者身份 统一社会信用代码 上海氯碱化工股份有 限公司 □ 控股股东/实控人 控股股东/实控人的一致 行动人 □ 其他直接持股股东 91310000607200180E □ 不适用 一、 信息披露义务人及其一致行动人的基本信息 1.身份类别 | | 控股股东/实际控制人及其一致行动人 □其他 5%以上大股东及其一致行动人 | | --- | --- | | 投资者及其一致行动人的身份 | □合并口径第一大股东及其一致行动人（仅适用 | | | 于无控股股东、实际控制人） | | | □其他______________（请注明） | 2.信息披露义务人信息 | 信息披露义务人名称 | 投资者身份 | 统一社会信用代码 | | --- | --- | --- | | |  控股股东/实控人 | | | 上海华谊控股集团有 | □ 控股股东/实控人的一致 | 91310000132262168G | | 限公司 | 行动人 | □ 不适用 | | | 其他直接持股股东 □ ...

上海华谊集团股份有限公司 2025 年第三次临时股东大会须知 上海华谊集团股份有限公司 2025 年第三次临时股东大会资料 二○二五年七月三十一日 上海华谊集团股份有限公司 2025 年第三次临时股东大会会议 目录 | 年第三次临时股东大会须知……………………………………… 一、2025 | 2 | | --- | --- | | 二、2025 年第三次临时股东大会会议议程………………………………… | 3 | | 三、关于修订《公司章程》及配套议事规则并取消监事会的议案………… | 4 | 1 为充分尊重广大股东，维护投资者的合法权益，确保本次股东大会的正常秩 序和议事效率，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 海华谊集团股份有限公司股东大会议事规则》以及《公司章程》等有关规定，制 定本次股东大会须知如下： 一、股东大会设秘书处，具体负责大会召开等有关事宜。 二、在股东大会召开过程中，应当以维护股东的合法权益，确保大会议事效 率和正常秩序为原则，认真履行法定职责。 三、出席会议的股东依法享有发言权、质询权、表决权等权利，同时也必须 认真履行法定义务，不得侵犯其他股东的权益和扰乱会议程序。 ...

Market Performance - The market continued to rise last week, with the Shanghai Composite Index up 0.69%, the Shenzhen Component Index up 2.04%, and the ChiNext Index up 3.17% [1] - The China Securities Xinhua National Brand Index increased by 1.63%, closing at 1706.67 points [1] Strong Stock Performance - Several constituent stocks performed strongly last week, including: - Zhongji Xuchuang up 24.33% - Xinlitai up 20.86% - Ecovacs up over 20% - Woer Biotech and AVIC Shenfei up 15.42% and 12.78% respectively [1] - Year-to-date performance shows: - Xinlitai up 78.17% - WuXi AppTec up 53.33% - Ecovacs up over 50% [2] Market Outlook - Institutions believe the Shanghai Composite Index has stabilized above 3500 points, indicating strong bullish momentum [2] - Increased market profitability is expected to attract more external funds, supported by ample liquidity and positive trading sentiment [2] - The current market may be at the beginning of a new bull market, driven by domestic policy support and improving fundamentals [2] Focus on Earnings and Policies - The upcoming earnings season is expected to significantly impact individual stock performance [3] - Market attention will shift towards domestic policies and Federal Reserve actions, which may form the basis for mid-term trends [3] - Structural opportunities are anticipated to be key for A-share investments in the second half of the year, with a focus on core A-share assets [3]

Group 1 - The acrylic acid concept sector increased by 2.35%, ranking third in terms of growth among concept sectors, with nine stocks rising, including Shenyang Chemical, which hit the daily limit, and Wanhua Chemical, Huayi Group, and Benli Technology, which rose by 8.29%, 7.41%, and 4.28% respectively [1][2] - The main capital inflow into the acrylic acid concept sector was 875 million yuan, with six stocks receiving net inflows, led by Wanhua Chemical with a net inflow of 849 million yuan, followed by Guoen Co., Shenyang Chemical, and Satellite Chemical [2][3] - The net inflow ratios for Guoen Co., Wanhua Chemical, and Shenyang Chemical were 12.53%, 12.32%, and 12.09% respectively, indicating strong investor interest in these stocks [3] Group 2 - The top gainers in the acrylic acid concept sector included Wanhua Chemical, which rose by 8.29%, and Shenyang Chemical, which increased by 10.05%, while Guoen Co. experienced a slight decline of 0.29% [3][4] - The overall performance of the acrylic acid concept sector was positive, contrasting with other sectors such as animal vaccines and avian influenza, which saw declines of 0.96% and 0.90% respectively [2][4] - The trading volume and turnover rates for the leading stocks in the acrylic acid sector were notable, with Wanhua Chemical achieving a turnover rate of 3.77% and Shenyang Chemical at 8.40% [3]

Investment Rating - The report assigns a "Buy" rating for the company with a target price of 13.17 CNY per share, based on a current price of 7.96 CNY [6]. Core Viewpoints - The company is expanding its footprint in the chemical industry by acquiring a 60% stake in the fluorochemical company San Aifu, which is among the top 20 in the global fluorochemical industry [4]. - The company has a diversified business model with five core segments: energy chemicals, green tires, advanced materials, fine chemicals, and chemical services, which collectively form a dual-driven development model of "manufacturing + services" [16][22]. - The company is expected to see significant profit growth, with projected net profits of 1.4 billion CNY in 2025, 1.9 billion CNY in 2026, and 2.3 billion CNY in 2027 [4]. Company Overview - The company, Shanghai Huayi Group Co., Ltd., is a large state-controlled listed company primarily engaged in energy chemicals, green tires, advanced materials, fine chemicals, and chemical services [16][22]. - The company was established in 1957 and has undergone several transformations, including its listing in 2016 [17][18]. - The major shareholder is Shanghai Huayi (Group) Company, holding a 37.65% stake [20]. Financial Performance - The company reported a revenue of 45.1 billion CNY in 2024, with a year-on-year growth of 9.1%, marking a new high since 2018 [36]. - The projected revenues for 2025 and 2026 are 49.95 billion CNY and 52.79 billion CNY, respectively [5]. - The company maintains a stable debt-to-asset ratio, which has remained between 52% and 58% from 2018 to 2024 [52]. Business Segments - The five core business segments generated revenues of 13.23 billion CNY (advanced materials), 10.94 billion CNY (green tires), 6.91 billion CNY (energy chemicals), 6.43 billion CNY (fine chemicals), and 6.64 billion CNY (chemical services) in 2024 [39][40]. - The advanced materials and green tires segments are significant contributors to the company's profitability, with gross margins of 10.7% and 29.4%, respectively [41]. Acquisition Impact - The acquisition of San Aifu is expected to enhance the company's revenue and profit contributions significantly, with forecasts indicating a substantial increase in net profits post-acquisition [4][5].

Core Points - The board of directors of Shanghai Huayi Group Co., Ltd. held its seventh meeting of the eleventh session on July 14, 2025, with all seven directors present, confirming the meeting's legality and effectiveness [1] - Several proposals were approved during the meeting, including the board's review items list, management authorization system, and the board secretary work system [4] - Liu Wenjie was appointed as the company's Chief Auditor, with unanimous approval from the board [4] - A proposal to convene the third extraordinary general meeting of shareholders in 2025 was also approved, with details to be provided in a separate notice [4] Summary by Categories Board Meeting - The board meeting was conducted via communication voting, with all seven directors present, ensuring compliance with legal and procedural requirements [1] Resolutions Passed - The following proposals were unanimously approved: - Board review items list [4] - Management authorization system [4] - Board secretary work system [4] - Appointment of Liu Wenjie as Chief Auditor [4] - Proposal to convene the third extraordinary general meeting of shareholders in 2025 [4] Personnel Changes - Liu Wenjie, with a background in various leadership roles within the company and other organizations, was appointed as Chief Auditor [3]

证券代码：600623 证券简称：华谊集团 公告编号：2025-044 900909 华谊 B 股 上海华谊集团股份有限公司 关于召开2025年第三次临时股东大会的通知 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： 一、 召开会议的基本情况 (一)股东大会类型和届次 2025年第三次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 7 月 31 日 14 点 00 分 召开地点：上海市徐家汇路 560 号 3 楼会议室 股东大会召开日期：2025年7月31日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 31 日 至2025 年 7 月 31 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 ...