国浩律师（上海）事务所 专项法律意见书 国浩律师（上海）事务所 关于常熟风范电力设备股份有限公司 差异化分红事项之专项法律意见书 致：常熟风范电力设备股份有限公司 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》"）、《上市公司股份回购规则》（以下简称"《回购 规则》"）、《上海证券交易所上市公司自律监管指引第 7 号——回购股份》（以下简 称"《回购指引》"）等相关法律、法规及规范性文件以及《常熟风范电力设备股份 有限公司章程》（以下简称"《公司章程》"）的相关规定，本所律师就常熟风范电 力设备股份有限公司（以下简称"公司"）2024 年度利润分配涉及的差异化权益分 派特殊除权除息处理（以下简称"差异化分红"）相关事项出具本专项法律意见书。 按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，本所律师依据 本专项法律意见书出具日以前已发生或存在的事实和我国现行法律、法规和中国 证券监督管理委员会的有关规定发表法律意见，并声明如下： 1. 本所律师已严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，根据 《公司法》《证券法》《回购规则》《回购指引》等相 ...

证券代码：601700 证券简称：风范股份 公告编号：2025-040 常熟风范电力设备股份有限公司 2024年年度权益分派实施公告 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。 重要内容提示： 每股分配比例 A 股每股现金红利0.02元 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/7/8 | － | 2025/7/9 | 2025/7/9 | 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 5 月 20 日的2024年年度股东大会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 差异化分红送转方案： （1）本次差异化分红送转方案 根据公司 2024 年年度股东大会审议通过的《关于 2024 年度利润分配预案的 ...

Group 1 - The Central Financial Committee meeting has outlined six major tasks to deepen the construction of a unified national market and promote high-quality development of the marine economy, which aims to leverage China's comparative advantages and scale effects to enhance economic growth potential [2] - The new development pattern emphasizes domestic circulation as the mainstay, which involves smooth supply-demand cycles and building a unified market, benefiting both demand stimulation and supply quality improvement [2] Group 2 - In July, 32 brokerages recommended a total of 232 A-share stocks across various sectors, with Kaiying Network being the most recommended stock, followed by Zijin Mining, Huadian Technology, and Muyuan Foods [3] - Analysts believe that the selection logic of brokerages is primarily driven by industry prosperity, policy and market environment empowerment, and the competitive moat of companies, aligning with the resonance opportunities of industrial cycles and policy guidance [3] - The market is expected to show an upward trend in July, although short-term movements are likely to be volatile, focusing on structural opportunities [3] Group 3 - Circle Internet Group, known as the first stablecoin stock, saw its share price drop nearly 40% after a month of speculation, following a significant initial surge post-IPO [4] - The stock price peaked at $298.99 shortly after its June 5 listing, but has since fallen to $181.29 by June 30, reflecting a cumulative decline of approximately 40% [4] Group 4 - Four unprofitable companies have had their IPO applications accepted in the past half month, indicating a potential trend for unprofitable companies to go public, although the standards for listing remain high [5][6] - Despite the opening of IPO doors for unprofitable companies, many still prefer to list on the Hong Kong Stock Exchange due to its perceived certainty [6] Group 5 - The North Star 50 index has been on the rise, nearing its historical peak, with a year-to-date increase of 39.45% [7] - As of July 1, the index closed at 1457.07, just 3% below its historical high of 1500.31 recorded on May 12 [7] Group 6 - The photovoltaic glass market is experiencing a price decline due to reduced demand, prompting leading companies to consider a new round of joint production cuts to stabilize prices [8] - Some companies have already begun reducing production or conducting maintenance on older furnaces, although specific cutback ratios have yet to be determined [8] Group 7 - 644 listed companies have disclosed their market value management strategies, with over 40% being state-owned enterprises, indicating a steady progress in market value management [14] - The majority of these disclosures occurred before the end of April this year, reflecting a proactive approach to enhancing company valuations [14] Group 8 - The banking sector has shown strong performance, with significant buying activity from insurance funds, which are expected to continue favoring high-dividend bank stocks [19] - The market is currently at a critical juncture, with economic recovery, market index recovery, and increased willingness of external funds to enter the market all contributing to a solid foundation for the A-share market in the second half of the year [20]

Group 1 - The company plans to purchase directors, supervisors, and senior management liability insurance to enhance its risk management system and protect the rights of the company and its investors [1][2] - The board of directors and supervisors have recused themselves from voting on the proposal due to their status as insured parties, and the matter will be submitted directly to the shareholders' meeting for approval [2] - The authorization for the management to handle the insurance purchase includes determining insured individuals, selecting the insurance company, and managing related legal documents and claims [1][2] Group 2 - The proposal was reviewed and approved during the sixth board meeting and the sixth supervisory meeting held on June 30, 2025 [2] - The authorization period for the management to act on this matter will last until the end of the sixth board's term [1]

Core Viewpoint - The company has announced the intention to liquidate the Shanghai Ruile Emerging Industry Investment Fund (Limited Partnership), which requires shareholder approval following the board's decision [1][2][3] Group 1: Fund Overview - The Shanghai Ruile Emerging Industry Investment Fund was established on July 9, 2012, with a total fund size of 3,030 million yuan and a duration that was extended to July 8, 2025 [2] - The fund has a total of five investors, with the company contributing 500 million yuan, of which 75 million yuan has been paid in [2] Group 2: Impact on the Company - The liquidation of the Ruile Fund is in accordance with the partnership agreement, and the actual impact will depend on the results of the fund's liquidation and the audited annual financial report [3] - The company will actively supervise the liquidation process and will fulfill its information disclosure obligations as the situation progresses [3]

Core Viewpoint - Fengfan New Energy (Suzhou) Co., Ltd. is planning to acquire all equity interests of Yangzhou Jiangdu Xubei New Energy Technology Co., Ltd., and an asset valuation report has been prepared to assess the value of these interests as of April 30, 2025 [3][15]. Group 1: Company Overview - Fengfan New Energy (Suzhou) Co., Ltd. was established on September 13, 2023, with a registered capital of 50 million yuan, focusing on photovoltaic equipment leasing and manufacturing [5][8]. - Yangzhou Jiangdu Xubei New Energy Technology Co., Ltd. was established on November 6, 2024, with a registered capital of 10 million yuan, primarily engaged in solar power generation and related services [5][10]. Group 2: Valuation Details - The asset valuation report indicates that as of April 30, 2025, Yangzhou Xubei's total assets amount to 36.02 million yuan, total liabilities are 25.98 million yuan, and owner's equity is 10.04 million yuan [16][29]. - The valuation methods employed include the asset-based approach and the income approach, with a focus on market value as the assessment type [19][26]. Group 3: Financial Performance - For the period from January to April 2025, Yangzhou Xubei reported revenues of 12.29 million yuan and a net profit of 4 million yuan [9][10]. - The company operates two photovoltaic power stations with capacities of 3.7 MW and 4.9 MW, both of which began generating power in April 2025 [10][29]. Group 4: Asset and Liability Breakdown - The asset breakdown includes current assets of 2.69 million yuan and non-current assets of 33.33 million yuan, while liabilities consist of current liabilities of 21.43 million yuan and non-current liabilities of 4.55 million yuan [16][24]. - The valuation report confirms that all assets included in the assessment are owned by the company, with no disputes over ownership [17][24].

Group 1: Company Announcements - Changchun High-tech plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and international brand image [1] - Saisir reported June sales of 46,086 new energy vehicles, a year-on-year increase of 4.44%, with a total of 172,100 units sold in the first half of the year, down 14.35% year-on-year [1] - Hangzhou High-tech announced a change in controlling shareholder to Jirong Weiye, with stock resuming trading on July 2, 2025 [1] Group 2: Financial Performance - Guomai Technology expects a net profit of 125 million to 156 million yuan for the first half of 2025, a year-on-year increase of 60.52% to 100.33% [2] - Kid King anticipates a net profit of 120 million to 160 million yuan for the first half of 2025, representing a year-on-year growth of 50% to 100% [2] - Mould Technology received a project from a well-known North American electric vehicle company, with expected total sales of 1.236 billion yuan over five years [3] Group 3: Regulatory and Compliance - *ST Yuancheng is under investigation by the China Securities Regulatory Commission for suspected false disclosures in financial reports [4] - The company received a notice of investigation on July 1, 2025, which may lead to significant penalties and potential delisting [4] Group 4: Market Activity - Changcheng Military Industry's stock has experienced significant volatility, with a cumulative price deviation exceeding 20% over three trading days, indicating potential irrational speculation [5] - Anglikang has only one innovative drug project, ALK-N001, currently in Phase I clinical trials, highlighting the long and uncertain nature of drug development [6] Group 5: Sales and Contracts - Beiqi Blue Valley's subsidiary reported a 139.73% year-on-year increase in sales for the first half of the year [7] - Dong'an Power's engine sales in June increased by 82.79% year-on-year [7] - Pudong Construction's subsidiary won multiple major projects with a total bid amount of 1.964 billion yuan [7]

Major Events - Newland has established a subsidiary in the US and obtained an MSB license to enhance its global payment business and facilitate cross-border payment operations [3] - Zhejiang Liming's actual controllers have committed not to reduce their shareholdings within one year [4] - Tengya Precision has announced a three-month commitment from its major shareholders not to reduce their holdings [6] - *ST Yuancheng is under investigation by the CSRC for suspected false financial disclosures [7] - Anglikang has only one innovative drug project currently under development, which is in the I phase of clinical trials [8] - Yongmaotai plans to invest approximately 450 million yuan to build an intelligent manufacturing base for auto parts in Mexico [9] - Fengfan Co. intends to acquire 100% equity of eight photovoltaic power station project companies for 48 million yuan [10] - Hangzhou High-tech is changing its controlling shareholder to Jirong Weiye and will resume trading on July 2 [11][12] - Zhongke Environmental Protection is acquiring 100% equity of two environmental companies for a total of 354 million yuan [13] - Yian Technology plans to increase its investment in its subsidiary Yihang Metal by 120 million yuan [14] - *ST Aowei has reported asset losses due to mismanagement by a processing partner [15] - XWANDA intends to issue H-shares and list on the Hong Kong Stock Exchange [16] - Baichuan Co.'s actual controller and chairman is under investigation [17] - Suzhou Planning is planning to acquire control of Dongjin Aviation Technology and will suspend trading [19] - Aerospace Changfeng plans to transfer 55.45% equity of a subsidiary through public listing [20] Performance Overview - Xinhecheng expects a net profit increase of 50%-70% for the first half of 2025, estimating between 3.3 billion to 3.75 billion yuan [21] - Shida Shenghua anticipates a net loss of 52 million to 60 million yuan for the first half of 2025 [22] - Kids' King expects a net profit increase of 50%-100% for the first half of 2025, estimating between 120 million to 160 million yuan [23] - SAIC Group reported a total vehicle sales of 2.0526 million units in the first half of 2025, a year-on-year increase of 12.35% [24] - BAIC Blue Valley's subsidiary reported a 139.73% increase in sales for the first half of 2025 [25] - Seris reported a 4.44% year-on-year increase in electric vehicle sales for June [26] - Great Wall Motors reported a 1.81% increase in total vehicle sales for the first half of 2025 [27] Major Contracts - Guoxin Technology has won a 46 million yuan project for automotive electronic chips [28] - Ankao Zhidian has signed two contracts for wind power transmission projects totaling 79.69 million yuan [29] Shareholding Changes - Wuxi Zhenhua's shareholder plans to reduce its stake by up to 1% [30] - Longxun Co. shareholders plan to reduce their holdings by up to 2% [31] - FJ Environmental's major shareholder plans to reduce its stake by up to 3% [32] - Yuexiu Capital's subsidiary plans to increase its stake in Yuexiu Real Estate [33] Financing Activities - Haoyuan Pharmaceutical plans to increase its subsidiary's capital by 400 million yuan through debt-to-equity conversion [34] - Hainan Huatie plans to issue bonds not exceeding 2 billion yuan to optimize its financing structure [35]

Mergers and Acquisitions - Zhongke Environmental plans to acquire 100% equity of Guigang Environmental and Pingnan Environmental for a total consideration of RMB 35,442 million [1] - Windfan Co. intends to acquire 100% equity of Yangzhou Xuying and its 8 solar power project companies for RMB 4,800 million [2] - Gehua Cable plans to exchange its cable network assets for a 1.79% equity stake in Hebei Broadcasting, constituting a related party transaction [3] Shareholding Changes - Fuke Environmental's shareholder plans to reduce its stake by up to 3%, equating to a maximum of 444.1 million shares [4] - Anlu Technology reports that the National Integrated Circuit Industry Investment Fund has reduced its stake by 1%, totaling 400.85 million shares [5] - Zhejiang Liming's major shareholder plans to reduce its stake by up to 2.93%, which is 430 million shares [6] Risk Matters - *ST Yuancheng is under investigation by the China Securities Regulatory Commission for suspected false financial disclosures in its annual report [7] - Baichuan Co.'s actual controller and chairman has been placed under investigation, but the company's operations remain normal [8] - Changcheng Military Industry warns of significant short-term stock price decline risks due to abnormal trading fluctuations [9]

Core Viewpoint - Windfan Co., Ltd. (601700) has initiated the acquisition of control over Suzhou Jingying Optoelectronics Technology Co., Ltd. and has faced challenges in meeting performance commitments, leading to a compensation agreement with the performance guarantors. Group 1: Performance Commitments and Financial Impact - The performance guarantors, Huang Jinqiang and Han Lili, committed to a total net profit of no less than 320 million yuan for Jingying Optoelectronics in 2023 and 2024, with a threshold of 272 million yuan for compensation [1] - Jingying Optoelectronics reported a net profit of -338 million yuan for the same period, resulting in a completion ratio of -105.63% against the performance commitment [1] - The performance guarantors received a post-tax payment of 393 million yuan from the asset restructuring, which they are obligated to compensate due to the negative performance [1] Group 2: Recent Transactions and Strategic Moves - Windfan Co., Ltd. has confirmed the payment of the full performance compensation amounting to 393 million yuan [2] - The company plans to acquire 100% equity of eight photovoltaic power station project companies from its subsidiary Jingying Optoelectronics for 48 million yuan, aiming to streamline its business structure [2][3] - Windfan Co., Ltd. is actively expanding its photovoltaic business, with a new overseas base established in Sihanoukville, Cambodia, and a domestic production base in Yueyang, Hunan, set to commence operations in September 2024 [2]