上海市锦天城律师事务所 关于上海张江高科技园区开发股份有限公司 2024 年年度股东大会之 法律意见书 法律意见书 致：上海张江高科技园区开发股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海张江高科技园区开发 股份有限公司（以下简称"公司"）委托，就公司召开 2024 年年度股东大会（以 下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《上市公司股东会规则》等相关法律、法规及规范性文件以 及《上海张江高科技园区开发股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则》等规定，严格履行了法定职 责，遵循了勤勉尽责和诚实信用原则，对本次股东大会所涉及的相关事项进行了 必要的核查和验证，审查了本所认为出具该法律意见书所需审查的相关文件、资 料；本所指派的律师现场参会对本次股东大会的全过程进行了见证。本所保证本 法律意见书所认定的事实真实、准确、完整，所发表的结论性意见合法、准确， 不存在虚假记载、误导性陈述或者重大遗 ...

Group 1 - A-share companies are disclosing their 2025 semi-annual performance forecasts, with significant performance differentiation among them [1] - Leading companies in various industries are attracting market attention due to strong performance forecasts, such as Luxshare Precision, which expects a net profit of approximately 6.475 billion to 6.745 billion yuan, a year-on-year increase of 20% to 25% [1] - Over 300 listed companies have announced plans for mid-term dividends for 2025, indicating a trend towards increased shareholder returns [1][3] Group 2 - Sanofi Biologics expects a net profit of 77.0275 million to 94.1448 million yuan for the first half of 2025, representing a year-on-year increase of 253.54% to 332.1% due to strong performance in the peptide raw material business [2] - Among the 16 companies that disclosed performance forecasts, there is a clear differentiation, with 5 companies showing slight increases, 4 maintaining profits, and 1 company forecasting a loss [2] - Yongxi Electronics anticipates revenue of 1.9 billion to 2.1 billion yuan for the first half of 2025, a year-on-year growth of 16.60% to 28.88%, driven by a recovery in the integrated circuit industry and enhanced customer competitiveness [3] Group 3 - The trend of mid-term dividends is increasing, with over 300 companies announcing plans for such dividends, reflecting a commitment to shareholder returns [3][4] - Zhangjiang Hi-Tech plans to increase mid-term cash dividends to enhance investor returns, contingent on positive earnings and cash flow [3] - Regular dividends are seen as a sign of improved corporate performance and are expected to attract long-term investors, contributing to market stability [4]

Core Viewpoint - The company is actively responding to national strategic opportunities and enhancing its role as a key player in the Zhangjiang Science City, focusing on innovation and investment in emerging industries, particularly in the semiconductor sector. Meeting Information - The shareholder meeting is scheduled for June 27, 2025, at 1:30 PM at the Boya Hotel, Shanghai, with a combination of on-site and online voting methods [3][4][6]. Financial Performance - As of December 2024, the company's total assets reached 59.403 billion yuan, a 16.46% increase from the beginning of the year. The net profit attributable to shareholders was 9.8242 billion yuan, a 3.64% increase year-on-year [6][26]. - The company reported total revenue of 1.9833 billion yuan for 2024, with investment income of 1.015 billion yuan [6][26]. Strategic Focus - The company aims to enhance its investment capabilities in the semiconductor industry, focusing on strengthening and supplementing the industrial chain, and promoting the development of related technology industries [7][11]. - The establishment of the Zhangjiang Haoxin integrated circuit innovation service platform aims to support the integrated circuit and new generation information technology industries [8]. Talent Development - The company has organized various recruitment events and training programs to build a strong talent pool in the integrated circuit industry, including hosting job fairs and industry forums [10][16]. Investment Strategy - The company has adopted a dual investment strategy of direct investment and fund management, with a cumulative investment scale exceeding 9.5 billion yuan, focusing on sectors such as integrated circuits, biomedicine, and new energy vehicles [11][34]. - The company plans to increase its investment in emerging industries and continue to support the development of the Zhangjiang Science City through various funding mechanisms [34]. Governance and Compliance - The supervisory board has conducted six meetings during the reporting period, ensuring compliance with legal and regulatory requirements, and has issued independent opinions on the company's operations and financial status [22][23]. Future Plans - The company aims to accelerate its industrial transformation and enhance its role as an industry leader by focusing on investment, incubation, and operational synergy [28][30]. - The 2025 financial budget anticipates a net cash flow from operating activities of -1.44578 billion yuan, with plans to actively engage in market financing to support its development [33][34].

上海张江高科技园区开发股份有限公司 2024 年年度股东大会会议资料 2025 年 6 月 27 日 上海张江高科技园区开发股份有限公司 2024年年度股东大会会议须知 根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司股 东大会规则》以及《上海张江高科技园区开发股份有限公司公司章程》、《上海 张江高科技园区开发股份有限公司股东大会议事规则》的规定，为维护投资者 的合法权益，确保公司本次股东大会的顺利召开,制定会议须知如下,望出席股东 大会全体人员遵守: 一、为能及时、准确地统计出席会议的股东(股东代理人)所代表的持股总数， 登记出席股东大会的各位股东请准时出席会议。 二、个人股东亲自出席会议的，应出示本人身份证和持股凭证；委托代理人 出席会议的，应出示本人身份证明、股东授权委托书和股东持股凭证。 三、法人股东应由法定代表人或其委托的代理人出席会议。法定代表人出席 本次会议的，应出示本人身份证明、能证明其具有法定代表人资格的有效证明 和持股凭证；委托代理人出席会议的，代理人应出示本人身份证明、法人股东 单位的法定代表人依法出具的授权委托书和持股凭证。 四、本次股东大会设秘书处,具体负责大会有关 ...

Market Overview - The Shanghai Composite Index rose by 0.04% on June 18, with 9 out of 28 sectors experiencing gains, led by the electronics and communications sectors, which increased by 1.50% and 1.39% respectively [2] - The real estate sector saw a decline of 1.35%, ranking second in terms of the largest drop [2] Capital Flow Analysis - The net outflow of capital from the two markets was 17.787 billion yuan, with 5 sectors experiencing net inflows. The electronics sector led with a net inflow of 4.346 billion yuan, while the banking sector had a net inflow of 1.314 billion yuan and a daily increase of 0.92% [2] - A total of 26 sectors experienced net capital outflows, with the pharmaceutical and biological sector leading with a net outflow of 3.729 billion yuan, followed by the computer sector with a net outflow of 3.030 billion yuan [2] Real Estate Sector Performance - Within the real estate sector, 102 stocks were tracked, with only 8 stocks rising and 91 stocks declining. One stock hit the daily limit down [3] - The top three stocks with the highest net inflow in the real estate sector were Hainan Expressway with a net inflow of 36.825 million yuan, followed by Zhangjiang Hi-Tech and Hefei Urban Construction with net inflows of 14.035 million yuan and 12.008 million yuan respectively [3] Real Estate Capital Inflow and Outflow - The top stocks in terms of capital inflow included Hainan Expressway (1.93% increase), Zhangjiang Hi-Tech (0.37% increase), and Hefei Urban Construction (-1.62% decrease) [4] - The leading stocks in terms of capital outflow were Poly Development (-1.35% decrease) with a net outflow of 150.171 million yuan, Vanke A (-1.38% decrease) with a net outflow of 66.697 million yuan, and Wan Tong Development (-2.72% decrease) with a net outflow of 42.735 million yuan [6]

Core Viewpoint - The A-share market is witnessing an increase in mid-term dividend plans from various companies, reflecting improved operational conditions and a commitment to returning value to shareholders [2][4][6]. Company Dividend Plans - Companies such as Zhangjiang Hi-Tech, High-tech Development, and Upwind New Materials have announced plans to increase mid-term cash dividends in 2025, indicating a trend towards more frequent and higher dividend payouts [2][5]. - Over 200 listed companies have released announcements regarding their mid-term dividend plans for 2025, including conditions and maximum amounts for dividends [2][4]. Regulatory Environment - The new "National Nine Articles" policy emphasizes the importance of cash dividends and aims to enhance the stability and predictability of dividend payouts, encouraging companies to adopt more frequent dividend distributions [3][4]. - The China Securities Regulatory Commission has revised guidelines to increase the weight of cash dividends in company evaluations, promoting a culture of regular cash returns to investors [3][6]. Market Trends - In 2024, 985 listed companies in the Shanghai and Shenzhen markets announced mid-term dividends totaling 699.47 billion yuan, marking significant increases in both the number of companies and the total dividend amount compared to 2023 [4]. - The dividend yield for the CSI 300 index reached a historic high of 3.59%, indicating a growing trend of companies prioritizing shareholder returns [4]. High Dividend Companies - A total of 11 companies have announced cash dividends exceeding 10 billion yuan, with notable examples including Midea Group and CATL, which have substantial dividend payouts relative to their net profits [7][8]. - Companies maintaining high dividend rates, such as Oriental Yuhong and others with over 200% payout ratios, are increasingly viewed as attractive investment opportunities [8][9]. Investment Implications - Analysts suggest that companies with a consistent history of high dividends and returns are becoming more appealing to investors, reflecting a shift in focus from growth to quality and shareholder value [9].

Group 1 - Over 1500 companies have completed their dividend distribution for the year 2024, with 1532 companies having implemented their dividend plans as of June 9 [2][3] - Companies such as Haibo Sichuang, Lizhu Group, Huate Dain, and Midea Group are among those with the highest proposed dividend amounts per share [2][3] - Midea Group plans to distribute 35 yuan in cash for every 10 shares, with the record date on June 11, 2025, and the payment date on June 12, 2025 [2][3] Group 2 - Renhe Pharmaceutical announced a cash dividend of 1.5 yuan per 10 shares, with the record date on June 16, 2025, and the payment date on June 17, 2025 [3] - Haibo Sichuang plans to distribute a cash dividend of 1.1 yuan per share, with the record date on June 12, 2025, and the payment date on June 13, 2025 [4] Group 3 - Several companies are announcing mid-term dividend plans, with Zhangjiang Hi-Tech proposing to increase mid-term cash dividends based on profitability and cash flow [5][6] - High New Development is seeking authorization to establish a mid-term dividend plan for 2025, emphasizing the need for positive earnings and cash flow [6] Group 4 - The Shanghai Stock Exchange held a meeting to discuss enhancing high dividend and high yield company valuations, indicating a push for increased dividend distributions [7] - Experts suggest that dividends can boost investor confidence and reflect a company's cash strength and profitability [7]

Group 1 - A-share listed companies are increasingly signaling mid-term dividend plans for 2025, indicating a trend towards a more mature capital market with a focus on shareholder returns [1][2] - As of June 9, a total of 58 listed companies have announced their mid-term profit distribution plans for 2025, with many stating that their dividend policies are part of long-term strategic planning [2] - Companies like Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd. and Chengdu High-tech Development Co., Ltd. are planning to increase mid-term cash dividends, with expected payouts ranging from 20% to 40% of net profits [1][2] Group 2 - The establishment of a stable and normalized dividend mechanism is seen as crucial for reshaping investment logic and enhancing market confidence, attracting long-term investors seeking stable returns [3] - A-share companies are expected to maintain a continuous, stable, and proactive profit distribution policy, considering factors such as operational performance, shareholder expectations, and cash flow [2][3] - The overall dividend payout ratio for the Shanghai Stock Exchange main board is projected to be 39% in 2024, with a dividend yield of 3.6% [2]

截至2025年6月6日收盘，张江高科（600895）报收于25.09元，较上周的24.96元上涨0.52%。本周，张 江高科6月6日盘中最高价报25.3元。6月3日盘中最低价报24.61元。张江高科当前最新总市值388.57亿 元，在房地产开发板块市值排名6/92，在两市A股市值排名353/5148。 本周关注点 公司公告汇总 公司第九届董事会第十二次会议审议通过了多项议案：- 提名葛海沪先生为公司第九届董事会董事人 选，任期与本届董事会任期一致，需提交公司股东大会审议。- 拟定在2025年半年度报告或第三季度报 告披露后适当增加一次中期现金分红，分红金额为归属于上市公司股东的净利润的20%--40%，需提交 公司股东大会审议。- 拟向全资子公司上海张江浩芯企业管理有限公司增资人民币19000万元，注册资 本由人民币1000万元增至人民币20000万元。- 定于2025年6月27日召开2024年年度股东大会，会议将审 议多项议题，包括但不限于2024年度董事会报告、监事会报告、年度报告及摘要、财务决算及2025年度 财务预算报告、利润分配方案等。股权登记日为2025年6月23日，登记时间为2025年6月24日 ...

股票代码：600895 股票简称：张江高科 编号：临 2025-015 上海张江高科技园区开发股份有限公司 第九届董事会第十二次会议决议公告 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。 该议案已经公司第九届董事会提名委员会第二次会议审议通过。 同意：5 票，反对：0 票，弃权：0 票 二、关于提请股东大会批准 2025 年中期现金分红条件并授权董事会制定并 实施 2025 年中期现金分红具体方案的议案 为维护公司价值及股东权益、进一步加大投资者回报力度，提高投资者回 报水平，按照《上市公司监管指引第 3 号——上市公司现金分红》、《上市公 司章程指引》等鼓励上市公司在符合利润分配的条件下增加现金分红频次的规 定，结合公司实际情况，拟定在 2025 年半年度报告或第三季度报告披露后适当 增加一次中期现金分红，分红方案的条件和金额区间如下： 1、中期现金分红的前提条件：（1）公司在当期盈利、累计未分配利润为 正；（2）公司现金流可以满足正常经营和持续发展的需求。 上海张江高科技园区开发股份有限公司第九届董事会第十二次会议于 2 ...