全国优秀律师事务所 山东齐鲁律师事务所 关于鲁银投资集团股份有限公司 2025年第三次临时股东大会 法律意见书 致:鲁银投资集团股份有限公司 一、本次股东大会的召集、召开程序 经公司第十一届董事会第二十一次会议审议通过,公司于 2025年 8 月 8 日在《中国证券报》、《上海证券报》、《证券时报》、《证 券日报》上刊登了关于召开本次股东大会通知的公告,经审查核实, 公司发出本次股东大会通知公告的时间、方式和内容均符合《公司法》、 地址：济南市高新区经十路7000号汉峪金谷泰山广场1号楼11-13层 电话:0531-62323888 全国优秀律师事务所 C THE LAW FIR 《规则》及《公司章程》的规定。本次股东大会由杨耀东先生主持, 召开的实际时间、地点和会议内容与公告内容一致。 根据《中华人民共和国证券法》、《中华人民共和国公司法》（以 下简称《公司法》）及中国证券监督管理委员会《上市公司股东会规 则》(以下简称《规则》)的有关规定,山东齐鲁律师事务所接受鲁 银投资集团股份有限公司(以下简称"公司")委托指派辛欢律师、 王泽鹏律师出席公司 2025 年第三次临时股东大会（以下简称"本次股 东大会"） ...

Meeting Details - The shareholder meeting was held on August 26, 2025, at the Guotai Financial Intelligence Plaza, Jinan [1] - The attendance rate of ordinary shareholders and preferred shareholders with restored voting rights was 37.6254% [1] Voting Results - All proposed resolutions were passed with significant majority votes, including: - First resolution: 97.9908% in favor, 1.9911% against, and 0.0181% abstained [1] - Second resolution: 98.0104% in favor, 1.9552% against, and 0.0344% abstained [1] - Third resolution: 98.0104% in favor, 1.9538% against, and 0.0358% abstained [1] - The first resolution was a special resolution that required more than 2/3 of the voting rights held by attending shareholders to pass [1] Legal Compliance - The meeting and voting procedures were confirmed to comply with legal regulations and the company's articles of association by the witnessing lawyers [1]

Group 1 - The stock price of Luyin Investment closed at 6.72 yuan on August 25, down 1.47% from the previous trading day [1] - The trading volume on that day was 147,000 hands, with a transaction amount of 99 million yuan, resulting in a turnover rate of 2.18% [1] - Luyin Investment operates in the comprehensive industry sector, with main businesses including equity investment, asset management, and industrial investment [1] Group 2 - Luyin Investment, as a state-owned enterprise in Shandong Province, is involved in concepts related to central and state-owned enterprise reform [1] - A temporary shareholders' meeting is scheduled for August 26 to discuss three proposals, including the cancellation of the supervisory board and amendments to the company's articles of association [1] - Shareholders can participate in voting either on-site or online [1]

Core Viewpoint - Lu Yin Investment (600784) has experienced fluctuations in stock price and a decline in financial performance, indicating potential challenges ahead for the company [1][3]. Stock Performance - As of August 22, 2025, Lu Yin Investment's stock closed at 6.82 yuan, up 1.04% from the previous week [1]. - The stock reached a high of 6.91 yuan and a low of 6.68 yuan during the week [1]. - The company's total market capitalization is 4.608 billion yuan, ranking 40th out of 57 in the chemical raw materials sector and 3572nd out of 5152 in the A-share market [1]. Shareholder Changes - As of June 30, 2025, the number of shareholders decreased by 73 to 29,900, a reduction of 0.24% [2][6]. - The average number of shares held per shareholder remained unchanged at 22,600 shares, with an average holding value of 144,700 yuan [2]. Financial Performance - For the first half of 2025, Lu Yin Investment reported a main revenue of 1.652 billion yuan, a year-on-year decrease of 2.62% [3]. - The net profit attributable to shareholders was 129 million yuan, down 27.35% year-on-year [3]. - The net profit excluding non-recurring items was 123 million yuan, reflecting a decline of 29.04% [3]. - In Q2 2025, the company recorded a single-quarter main revenue of 838 million yuan, down 5.11% year-on-year [3]. - The single-quarter net profit attributable to shareholders was approximately 49.9 million yuan, a significant drop of 48.89% [3]. - The debt ratio stands at 41.07%, with investment income of approximately 27.08 million yuan and financial expenses of about 20.05 million yuan [3]. - The gross profit margin is reported at 24.88% [3]. Company Announcements - Lu Yin Investment's third extraordinary general meeting of shareholders for 2025 is scheduled for August 26, 2025, with a combination of on-site and online voting [4]. - The meeting will discuss three main proposals, including the cancellation of the supervisory board and amendments to the company's articles of association, in compliance with the new Company Law [4]. - The board of directors has approved the proposals, which have also been reviewed by the supervisory board [4].

Core Insights - The company reported a decline in total revenue and net profit for the first half of 2025 compared to the same period in 2024, with total revenue at 1.652 billion yuan, down 2.62%, and net profit at 129 million yuan, down 27.35% [1] - The company's accounts receivable are significantly high, with accounts receivable accounting for 116.39% of the latest annual net profit [1] - The company has seen an increase in operating cash flow per share, which rose by 118.62% to 0.32 yuan, despite a decrease in earnings per share by 26.92% to 0.19 yuan [1] Financial Performance - Total revenue for 2025 was 1.652 billion yuan, a decrease from 1.696 billion yuan in 2024, reflecting a 2.62% decline [1] - Net profit decreased to 129 million yuan from 178 million yuan, marking a 27.35% drop [1] - Gross margin was reported at 24.88%, down 0.82% year-on-year, while net margin fell to 8.3%, a decrease of 24.6% [1] - Total expenses (sales, management, and financial) amounted to 182 million yuan, representing 11.04% of revenue, an increase of 19.98% [1] Cash Flow and Debt - The company reported a significant increase in cash flow from operating activities, with a net cash flow of 118.62% [3] - The company’s monetary funds increased by 29.84% to 365 million yuan, while interest-bearing liabilities rose by 32.45% to 1.598 billion yuan [1][3] - The ratio of monetary funds to current liabilities is only 28.73%, indicating potential liquidity concerns [5] Investment and Operational Insights - The company has made substantial investments in projects, including a 120,000-ton refined salt project, which contributed to a 138.33% increase in construction in progress [3] - The company’s return on invested capital (ROIC) was reported at 7.56%, indicating average capital returns, with a historical median ROIC of 5.02% over the past decade [4] - The company has experienced four years of losses since its listing, suggesting a generally weak financial performance history [4]

Core Viewpoint - Lu Yin Investment (600784.SH) reported a decline in revenue and net profit for the first half of 2025, indicating potential challenges in its financial performance [1] Financial Performance - The company's total operating revenue for the first half of 2025 was 1.652 billion yuan, a decrease of 44.3752 million yuan or 2.62% compared to the same period last year [1] - The net profit attributable to shareholders was 129 million yuan, down by 48.6659 million yuan or 27.35% year-on-year [1] - Operating cash flow showed improvement, with a net inflow of 213 million yuan, an increase of 116 million yuan or 118.62% compared to the same period last year [1] Key Financial Ratios - The latest debt-to-asset ratio is 41.07%, an increase of 2.31 percentage points from the previous quarter and 2.56 percentage points from the same period last year [3] - The gross profit margin is 24.88%, down by 2.31 percentage points from the previous quarter and 0.21 percentage points year-on-year [3] - Return on equity (ROE) stands at 4.00%, a decrease of 1.86 percentage points compared to the same period last year [3] Earnings and Turnover Metrics - The diluted earnings per share (EPS) is 0.19 yuan, a decrease of 0.07 yuan or 26.92% year-on-year [3] - The total asset turnover ratio is 0.28 times, down by 0.04 times or 11.20% compared to the same period last year [3] - The inventory turnover ratio is 2.53 times, a decrease of 0.78 times or 23.56% year-on-year [3] Shareholder Structure - The number of shareholders is 29,900, with the top ten shareholders holding 309 million shares, accounting for 45.73% of the total share capital [3] - The largest shareholder is Shandong Guohui Investment Holding Group Co., Ltd., holding 31.6 million shares [3]

Core Viewpoint - The company has released its 2025 semi-annual report, which includes significant updates on its financial performance and operational status, ensuring transparency and compliance with regulatory requirements [1][11]. Group 1: Company Overview - The company is identified as鲁银投资集团股份有限公司, with the stock code 600784 [10]. - The controlling shareholder has undergone a name change from 山东国惠投资控股集团有限公司 to 山东发展投资控股集团有限公司 as of July 16, 2025 [1]. Group 2: Financial Data - The semi-annual report includes key financial data, although specific figures are not disclosed in the provided text [2.2]. - The report is unaudited, emphasizing the need for investors to review the full report for comprehensive insights [1.4]. Group 3: Board Meeting and Resolutions - The company's board of directors convened on August 21, 2025, to discuss and approve the semi-annual report and accounting policy changes [3][6]. - The resolutions were passed unanimously with 7 votes in favor, indicating strong board support [5][8]. Group 4: Accounting Policy Changes - The company has updated its accounting policies in accordance with the latest interpretations issued by the Ministry of Finance, specifically interpretations No. 17 and No. 18, effective from January 1, 2024 [14][15]. - These changes are not expected to have a significant impact on the company's financial status, operational results, or cash flows [21].

Core Viewpoint - Luyin Investment announced the approval of the proposal regarding the company's 2025 semi-annual report and summary during the 22nd meeting of its 11th Board of Directors [2] Group 1 - The company held its 22nd meeting of the 11th Board of Directors on August 22 [2] - The meeting resulted in the approval of the proposal for the 2025 semi-annual report and its summary [2]

Core Viewpoint - Luyin Investment, a significant player in the salt and powder metallurgy industries, has a resilience evaluation score of 55.13, ranking 1547th among 5405 comparable listed companies in A-shares [1] Dimension Summaries - **Return Dimension**: Luyin Investment scored 44.2, equivalent to 7.07 points [4] - **Innovation Dimension**: The company achieved a score of 70.21, translating to 9.83 points, assessed through R&D expenses, personnel, patent numbers, and sales expense ratios [4] - **Profitability Dimension**: The score was 70.04, equating to 14.01 points [5] - **Risk Resistance Dimension**: The score was 56.36, corresponding to 9.02 points [6] - **Institutional Dimension**: The score was 31.15, which translates to 5.61 points [7] - **Market Value Dimension**: The score was 60.01, equivalent to 9.6 points [8] Overall Performance - Luyin Investment shows strong innovation and profitability capabilities, with scores of 70.21 and 70.04 respectively, while it needs improvement in return, institutional recognition, and market value, with scores of 44.2, 31.15, and 60.01 respectively [8] Industry Position - Within its industry, Luyin Investment ranks 3rd among 19 listed companies, with an industry average score of 42.03, indicating a leading position [9] - As of August 22, 2025, Luyin Investment's stock price was 6.82 yuan, with a total market value of 4.608 billion yuan and a P/E ratio of 17.83 [9] - For the first half of 2025, the company reported revenue of 1.652 billion yuan, a decrease of 2.62% year-on-year, and a net profit of 129 million yuan, down 27.35% year-on-year, with a net profit margin of 8.30% [9]

Financial Performance - The company reported a revenue of 1.652 billion yuan for the first half of 2025, a year-on-year decrease of 2.62% [2] - The net profit attributable to shareholders was 129 million yuan, down 27.35% year-on-year [2] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 123 million yuan, a decrease of 29.04% year-on-year [2] - Basic earnings per share were 0.19 yuan, reflecting a decline of 26.92% year-on-year [2] Company Overview - Established on September 11, 1993, the company has a registered capital of 6.756 billion yuan and is headquartered in Jinan, Shandong Province [2] - The main business includes the production and sale of salt and salt chemical products, as well as powder metallurgy materials and products [2] - The current chairman is Yang Yaodong, and the company employs 2,601 people [3] Historical Financial Data - Revenue for 2022, 2023, and 2024 was 3.789 billion yuan, 3.348 billion yuan, and 3.379 billion yuan, with year-on-year growth rates of 25.47%, -11.64%, and 0.92% respectively [3] - Net profit attributable to shareholders for the same years was 324 million yuan, 264 million yuan, and 301 million yuan, with year-on-year growth rates of 41.69%, -18.85%, and 14.33% respectively [3] - The company's asset-liability ratios for the same years were 45.47%, 41.74%, and 39.46% [3] Risk Information - The company has a total of 296 internal risks and 1,904 external risks, with 4 historical risks and 766 warning risks [4]