太极实业 2025年第三次临时股东会 法律意见书 江苏世纪同仁律师事务所 关于无锡市太极实业股份有限公司 2025 年第三次临时股东会的法律意见书 江苏世纪同 UST 一、关于本次临时股东会的召集、召开程序 (一) 本次临时股东会由公司董事会召集 无锡市太极实业股份有限公司: 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》《上市公司股东会规则》和《上海证券交易所上市公司自律监管指引第 1 号-规范运作》等法律、法规和规范性文件以及《公司章程》的规定,本所受公 司董事会的委托,指派本所律师出席公司 2025年第三次临时股东会,并就本次 临时股东会的召集、召开程序、出席会议人员资格、召集人资格、表决程序以及 表决结果等事项的合法有效性出具法律意见。 为出具本法律意见书,本所律师对本次临时股东会所涉及的有关事项进行了 审查,查阅了相关会议文件,并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随公司本次临时股东会决议一并公告,并依法 对本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求,按照律师行业公认的业 务标准、道德规范和勤勉尽责精神,出 ...

无锡市太极实业股份有限公司 独立董事关于第十一届董事会第一次会议相关事项的 独立意见 作为无锡市太极实业股份有限公司（以下简称"公司"）独立董事，我们根 据《上市公司独立董事管理办法》、《上市公司治理准则》及《公司章程》、《公司 独立董事制度》的有关规定，本着客观、公平、公正的原则，对公司第十一届董 事会第一次会议审议的有关事项进行了审核，现发表独立意见如下： 通过对被提名人王毅勃先生、张光明先生、金梦洁女士、邓成文先生的教育 背景及工作经历进行审查，我们认为上述被提名人具备作为公司高级管理人员所 需的专业知识和能力，其任职资格、聘任程序均符合《公司法》、《公司章程》、 《上海证券交易所股票上市规则》等有关规定。同意聘任王毅勃先生为公司总经 理，张光明先生为公司副总经理、财务负责人，金梦洁女士为公司副总经理，邓 成文先生为公司董事会秘书。 独立董事：王晓宏 方皛 王成 2025 年 8 月 29 日 1、关于公司聘任高级管理人员的独立意见 ...

Core Insights - The company reported a total operating revenue of 15.442 billion yuan, ranking first among disclosed peers, but decreased by 970 million yuan, a year-on-year decline of 5.91% [1] - The net profit attributable to shareholders was 327 million yuan, ranking second among disclosed peers, down by 50.89 million yuan, a year-on-year decrease of 13.46% [1] - The net cash inflow from operating activities was -790 million yuan, ranking 40th among disclosed peers, a decrease of 779 million yuan compared to the same period last year [1] Financial Ratios - The latest debt-to-asset ratio is 71.79%, ranking 37th among disclosed peers, an increase of 0.65 percentage points from the previous quarter and 0.66 percentage points from the same period last year [3] - The latest gross profit margin is 7.86%, ranking 38th among disclosed peers, with a slight increase of 0.05 percentage points from the previous quarter and 0.24 percentage points from the same period last year [3] - The latest return on equity (ROE) is 3.78%, ranking 7th among disclosed peers, a decrease of 0.85 percentage points from the same period last year [3] Earnings Per Share and Turnover Ratios - The diluted earnings per share is 0.16 yuan, ranking 15th among disclosed peers, down by 0.02 yuan, a year-on-year decline of 11.11% [3] - The latest total asset turnover ratio is 0.47 times, ranking 3rd among disclosed peers, a decrease of 0.05 times from the same period last year, a year-on-year decline of 9.25% [3] - The latest inventory turnover ratio is 24.11 times, ranking 12th among disclosed peers, an increase of 13.11 times from the same period last year, a year-on-year increase of 119.16% [3]

Core Insights - The company reported a revenue of 15,441,911,409.78 yuan for the first half of 2025, reflecting a year-on-year decline of 5.91% [1] - The net profit attributable to shareholders of the listed company was 327,133,974.13 yuan, which represents a year-on-year decrease of 13.46% [1]

格隆汇8月28日丨太极实业(600667.SH)发布2025半年度报告，公司上半年实现营业收入154.42亿元，同 比下滑5.91%；归母净利润3.27亿元，同比下滑13.46%；扣非归母净利润3.24亿元，同比下滑13.01%。 ...

Financial Performance - The company reported a half-year revenue of 1.2 billion RMB, representing a 15% increase compared to the same period last year[1]. - Net profit for the first half of 2025 reached 200 million RMB, up 10% year-on-year[1]. - The company's revenue for the first half of the year was CNY 15.44 billion, a decrease of 5.91% compared to CNY 16.41 billion in the same period last year[23]. - Total profit for the period was CNY 459.03 million, down 10.66% from CNY 513.81 million year-over-year[23]. - Net profit attributable to shareholders was CNY 327.13 million, reflecting a decline of 13.46% from CNY 378.02 million in the previous year[23]. - Basic earnings per share decreased to CNY 0.16, down 11.11% from CNY 0.18 in the same period last year[24]. - The weighted average return on net assets was 3.77%, a decrease of 0.85 percentage points from 4.62% in the previous year[25]. - The company achieved a total revenue of ¥15,441,911,409.78, representing a year-on-year decrease of 5.91%[62]. - The net profit attributable to shareholders was ¥327,133,974.13, down 13.46% compared to the previous year[62]. - The company reported a total comprehensive income of CNY 303,303,559.96 for the current period, indicating strong performance[175]. User Growth and Market Expansion - User data indicates a growth of 25% in active users, totaling 5 million users by the end of June 2025[1]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by 2026[1]. Research and Development - Research and development expenses increased by 20%, totaling 150 million RMB, focusing on semiconductor technology advancements[1]. - Research and development expenses for the first half of 2025 were CNY 368,936,609.18, a decrease of 8.4% from CNY 402,795,631.72 in the first half of 2024[158]. - Haitai Semiconductor has accumulated 10 invention patents and 283 utility model patents as of June 2025, reflecting ongoing investment in technology upgrades[53]. Cash Flow and Financial Position - The net cash flow from operating activities was negative CNY 790.04 million, a significant decrease from negative CNY 11.41 million in the same period last year[23]. - The company plans to enhance its project collection efforts to improve cash flow in the upcoming periods[25]. - The company reported a payment of RMB 13,600,000 for interest on its mid-term notes in 2025[144]. - Cash flow from operating activities showed a significant increase in payments to employees, totaling 6,999,590.28 RMB compared to 6,473,142.50 RMB previously[167]. Industry and Market Risks - The company faces risks related to macroeconomic changes and industry competition, as detailed in the management discussion section[1]. - The semiconductor industry is characterized by rapid technological updates and significant macroeconomic impacts, with the company's engineering services positively correlated to economic conditions[93]. - The company faces competition risks in the semiconductor sector, particularly from multinational firms increasing investments and production capabilities in China, which may complicate the market environment[93]. Corporate Governance and Compliance - The board of directors has confirmed the accuracy and completeness of the financial report, with no major omissions[1]. - The company has no significant non-operating fund occupation by controlling shareholders[1]. - There are no violations of decision-making procedures regarding external guarantees[1]. - The company guarantees that the information provided for the asset restructuring is true, accurate, complete, and timely, and assumes legal responsibility for any false statements or omissions[108]. Strategic Initiatives - The company plans to invest a total of 7.503 million yuan in five photovoltaic power station projects to assist local impoverished households by 2025[105]. - The company is actively expanding its international market presence through projects in Serbia and Uzbekistan, focusing on clean energy and public welfare engineering[52]. Legal Matters - The company is involved in a significant arbitration case with Suqian Tianhe, claiming a total of 60,008.365 thousand RMB in penalties and damages, while the company is counterclaiming for 16,105.58 thousand RMB[113]. - The company is involved in a construction contract dispute, with a first-instance judgment requiring Peixian Tenghui to pay 34,260,688.28 yuan plus interest to the company within ten days after the judgment takes effect[115]. Shareholder Information - The largest shareholder, Wuxi Industrial Development Group, holds 640,624,856 shares, representing 30.42% of total shares[138]. - The company has repurchased 725,400 shares, accounting for 0.03% of the total share capital, with a total payment of CNY 4,614,972[135]. Investment and Capital Management - The company plans to register and issue mid-term notes not exceeding RMB 2 billion, with approval from the board of directors[145]. - The company has committed a total investment of RMB 120 million in the Qiyuan Qixin Equity Investment Fund, with a contribution of RMB 10.8 million, representing a 9% stake[72][81].

Core Viewpoint - Taiji Industry has shown a net financing inflow of 29.59 million yuan in the last week, ranking 431st in the market, indicating a moderate interest from investors [1] Financing and Investment Summary - The total financing amount for Taiji Industry last week was 263 million yuan, while the repayment amount was 233 million yuan [1] - Over the past 5 days, the main capital outflow was 11.67 million yuan, with a price drop of 0.76% [1] - In the last 10 days, the main capital inflow was 13.22 million yuan, with a price increase of 0.48% [1] Company Profile - Wuxi Taiji Industry Co., Ltd. was established in 1993 and is located in Wuxi City, primarily engaged in the chemical fiber manufacturing industry [1] - The registered capital of the company is 2.106 billion yuan, with a paid-in capital of 640.62 million yuan [1] - The legal representative of the company is Sun Hongwei [1] Business Activities - Taiji Industry has invested in 16 companies and participated in 21 bidding projects [1] - The company holds 8 patents and has 10 administrative licenses [1]

Market Overview - On August 22, the engineering consulting services sector rose by 0.43% compared to the previous trading day, with Huawi Design leading the gains [1] - The Shanghai Composite Index closed at 3825.76, up 1.45%, while the Shenzhen Component Index closed at 12166.06, up 2.07% [1] Top Performers - Huawi Design (833427) closed at 17.33, up 3.71% with a trading volume of 48,100 shares and a transaction value of 82.43 million yuan [1] - Other notable gainers include: - Class Map Chuan Zhi (300492) at 64.58, up 2.88% [1] - Tai Chi Industry (600667) at 7.18, up 2.87% [1] - Deep City Transportation (301091) at 32.26, up 2.25% [1] Underperformers - The sector also saw some declines, with Set Research Institute (300732) dropping 4.85% to 10.21 [2] - Other notable decliners include: - Hope Co., Ltd. (301024) down 3.17% to 46.36 [2] - Xu Jie Technology (836149) down 2.81% to 15.92 [2] Capital Flow - The engineering consulting services sector experienced a net outflow of 218 million yuan from institutional investors, while retail investors saw a net inflow of 187 million yuan [2][3] - The sector's capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2][3] Individual Stock Capital Flow - Tai Chi Industry (600667) had a net outflow of 28.56 million yuan from institutional investors, while retail investors contributed a net inflow of 22.08 million yuan [3] - Huawi Design (300746) saw a net inflow of 11.35 million yuan from institutional investors, but a net outflow of 12.41 million yuan from retail investors [3]

股票代码：600667 股票简称：太极实业 2025 年第三次临时股东大会 会议资料 二〇二五年八月 股东大会议程 现场会议时间：2025 年 8 月 29 日 14:00 网络投票时间：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 票时间为股东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00； 通过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 现场会议地点：无锡市梁溪区兴源北路 401 号北创科技大厦 26 楼太极实业公司 会议室 一、会议开始 二、通过本次大会议程及表决办法 三、审议议案 | 序号 | 议案名称 | | --- | --- | | 1 | 关于取消监事会并修订《公司章程》的议案 | | 2 | 关于修订《股东会议事规则》的议案 | | 3 | 关于修订《董事会议事规则》的议案 | | 4 | 关于修订《独立董事制度》的议案 | | 5 | 关于为公司及全体董事、高级管理人员购买责任保险的议案 | | 6.00 | 关于选举董事的议案 | | 6.01 | 方涛 | | 6.02 | 王毅勃 | | 6.03 ...

Core Viewpoint - The company, Chongqing Taiji Industrial (Group) Co., Ltd., is selling idle real estate assets to optimize its asset structure and improve asset utilization, with a transaction price of 25.8498 million yuan [2][4]. Group 1: Transaction Overview - The company plans to sell an idle property located at No. 6, Xin Nan Road, Yubei District, Chongqing, through public listing [2][4]. - The transaction does not constitute a related party transaction or a major asset restructuring [3][4]. Group 2: Asset Details - The property has a building area of 820.63 square meters and a land use area of 1,951 square meters, with a registered purpose as a complete residential unit [5]. - The property is free from any mortgages, pledges, or third-party rights, and there are no significant disputes or judicial measures against it [5]. Group 3: Valuation and Pricing - The asset was appraised by Chongqing Huifeng Real Estate and Land Asset Appraisal Co., Ltd., with a market value of 25.8498 million yuan as of March 31, 2025 [6][7]. - The original book value of the asset was 9.3125 million yuan, with a net book value of 4.2785 million yuan, resulting in an appraisal increment of 21.5713 million yuan and an increase rate of 504.18% [8]. Group 4: Transaction Impact - The sale is expected to enhance the company's asset operation efficiency and will contribute approximately 18 million yuan to the company's financial results for 2025 [14].