法律意见书 浙江天册律师事务所 关于 中策橡胶集团股份有限公司 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 编号：TCYJS2025H1076 号 致：中策橡胶集团股份有限公司 浙江天册律师事务所（以下简称"本所"）接受中策橡胶集团股份有限公司 （以下简称"中策橡胶"或"公司"）的委托，指派本所律师参加公司 2025 年第 （以下简称"《证券法》"）、 一次临时股东大会，并根据《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》"）和《上市公司股东会规 则》（以下简称"《股东会规则》"）等法律、法规和其他有关规范性文件的要 求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人 员的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对 会议所审议的议案内容和该等议案中所表述的事实或数据的真实性和准确性 发表意见。 法律意见书 浙江天册律师事务所 关于 中策橡胶集团股份有限公司 本法律意见书仅供公司 2025 年第一次临时股东大会 ...

Group 1 - Two new stocks were issued today: Jiyuan Group issued 50.01 million shares at a price of 10.88 yuan, raising 544 million yuan; Shanda Electric issued 40.72 million shares at a price of 14.66 yuan, raising 597 million yuan [1] - As of July 14, a total of 52 companies have gone public this year, raising a cumulative amount of 55.755 billion yuan, with an average fundraising of 1.072 billion yuan per company [1] - The distribution of fundraising amounts shows that 11 companies raised over 1 billion yuan, with one company exceeding 10 billion yuan, while 22 companies raised between 500 million and 1 billion yuan, and 19 companies raised less than 500 million yuan [1] Group 2 - Huadian New Energy is the company with the highest fundraising this year, raising 15.801 billion yuan primarily for wind and solar power projects and working capital [2] - Other notable fundraisers include Zhongce Rubber with 4.066 billion yuan, and Tianyouwei, C Yitang, and Yingshi Innovation raising 3.740 billion yuan, 2.497 billion yuan, and 1.938 billion yuan respectively [2] - The average initial public offering price this year is 23.31 yuan, with four companies priced above 50 yuan, the highest being Tianyouwei at 93.50 yuan [2] Group 3 - The majority of new stock issuances this year are concentrated in Jiangsu, Guangdong, and Zhejiang, with 12, 10, and 10 companies respectively [2] - The top three provinces in terms of fundraising amounts are Fujian, Zhejiang, and Guangdong, raising 15.801 billion yuan, 9.693 billion yuan, and 7.299 billion yuan respectively [2]

Core Insights - In the first half of 2025, 73 Chinese companies with VC/PE backgrounds successfully went public, achieving an IPO penetration rate of 55.73% for VC/PE institutions [5][14][23] - CICC led the IPO performance by participating in 7 companies, followed by Sequoia China with 6, and Huajin Capital and Junlian Capital with 5 each [5][6] - The total exit return for VC/PE institutions reached 105.76 billion yuan, with an average return multiple of 3.83 times [10][14] Group 1: IPO Performance Analysis - The advanced manufacturing sector had the highest number of IPOs at 16, while the electronic information sector generated the highest exit return of 27.39 billion yuan [10][13] - The Hong Kong Stock Exchange's main board recorded the highest exit return of 58.20 billion yuan [15][16] - In June 2025, the exit return peaked at 34.9 billion yuan, while April saw the highest average return multiple of 9.11 times [10][14] Group 2: Market Trends - The total number of IPOs in the first half of 2025 reached 131, with a total fundraising amount of 130.1 billion yuan, marking a year-on-year increase of 35.05% [25][27] - The Hong Kong Stock Exchange led in both IPO numbers and fundraising amounts, with 40 IPOs raising 86.73 billion yuan [27][29] - The North Exchange had the highest first-day price increase, with 25 companies experiencing a price surge of over 100% [32][33] Group 3: Sector and Regional Analysis - The energy and mining sector saw the highest fundraising amounts, while the consumer sector experienced a significant increase in IPO numbers, doubling compared to the previous year [63][64] - Zhejiang province led in the number of IPOs with 24, while Fujian province topped in fundraising with 33.69 billion yuan [69][72] - The consumer sector's IPO numbers increased by 11, while the medical health sector saw an increase of 9 [63][64] Group 4: Notable IPO Cases - Notable IPOs included Insta360, which achieved a first-day return of 853 times, and Circle, which saw a return of several dozen times on its first day [20][22] - The tea brand Bawang Chaji went public on NASDAQ, with XVC's investment yielding over 100 times return [20][22] - The top five IPOs by fundraising in the first half of 2025 included Ningde Times, Haitian Flavoring, and Heng Rui Medicine, with amounts exceeding 32.78 billion yuan, 9.26 billion yuan, and 9.08 billion yuan respectively [80][82]

Core Viewpoint - The company announced a cash dividend distribution of 1.3 RMB per share (before tax), totaling approximately 1.137 billion RMB, approved at the annual shareholders' meeting on June 30, 2025 [1]. Dividend Distribution Plan - The cash dividend of 1.3 RMB per share will be distributed based on a total share capital of 874,485,598 shares [1]. - The dividend distribution will be executed for all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, after the market closes on the record date [1]. Relevant Dates - The record date for the dividend is July 15, 2025, with the ex-dividend date and the last trading date being July 16, 2025 [6]. Taxation Policies - For individual shareholders holding unrestricted shares for over one year, the dividend income is exempt from personal income tax, resulting in a net cash dividend of 1.3 RMB per share [3]. - For shares held for less than one year, the tax will be calculated upon the transfer of shares, with a maximum effective tax rate of 20% for holdings of one month or less [3]. - For shareholders with restricted shares, the effective cash dividend after tax will be 1.17 RMB per share due to a 10% withholding tax [4]. - For Qualified Foreign Institutional Investors (QFII), a 10% withholding tax will also apply, resulting in a net cash dividend of 1.17 RMB per share [7]. Contact Information - For inquiries regarding the dividend distribution, shareholders can contact the Board Office at 0571-86755896 [5].

证券代码：603049 证券简称：中策橡胶 公告编号：2025-016 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 6 月 30 日的2024年年度股东大会审议通过。 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1.3元（含税） 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 | 2025/7/15 | － | 2025/7/16 | 2025/7/16 | 差异化分红送转： 否 中策橡胶集团股份有限公司 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. 分配方案： 本次利润分配以方案实施前的公司总股本874,485,598股为基数，每股派发现金红利1.3 元（含税），共计派发 ...

Summary of Key Points Core Viewpoint - The company has provided a guarantee of USD 50 million for its wholly-owned subsidiary PT Matahari Tire Indonesia to support its operational needs, with no associated collateral or overdue guarantees reported [1][4]. Group 1: Guarantee Overview - The guarantee amount provided by the company’s subsidiary, Zhongce Rubber (Thailand) Co., Ltd., to PT Matahari Tire Indonesia is USD 50 million, which is the total amount of guarantees provided [1]. - As of the announcement date, there are no overdue external guarantees from the company or Zhongce Thailand [1]. - The guarantee is intended to meet the operational turnover needs of PT Matahari Tire Indonesia [1][4]. Group 2: Internal Decision-Making Process - The company’s board of directors approved the guarantee during meetings held on November 29, 2024, and December 23, 2024, authorizing the general manager to sign bank loan contracts and provide guarantees for subsidiaries within a limit of RMB 720.675 million [2]. - The authorization period for the guarantee is from January 1, 2025, to December 31, 2025 [2]. Group 3: Financial Data of the Guarantor and the Guaranteed Entity - Zhongce Thailand has total assets of approximately RMB 990.65 million and net assets of RMB 862.55 million as of March 31, 2025 [3]. - PT Matahari Tire Indonesia has total assets of approximately RMB 166.37 million and net assets of RMB 70.39 million as of March 31, 2025 [3]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary for the business development and operational needs of the wholly-owned subsidiary, ensuring its sustainable and stable growth [4]. - The guarantee aligns with the company’s overall interests and development strategy, and it will not significantly impact the company’s daily operations or harm the interests of shareholders, particularly minority shareholders [4].

证券代码：603049 证券简称：中策橡胶 公告编号：2025-015 中策橡胶集团股份有限公司 关于全资子公司为全资孙公司提供担保的公告 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： 被担保人名称：中策橡胶集团股份有限公司（以下简称"中策橡胶"或 "公司"）的全资子公司 PT MATAHARI TIRE INDONESIA（以下简称"中策印 尼"），中策橡胶（泰国）有限公司（以下简称"中策泰国"）为公司的全资子 公司，本次担保不存在关联担保。 本次担保金额及已实际为其提供的担保余额：本次为中策印尼提供担保 金额为5,000万美元。截至本公告披露日，中策泰国实际为中策印尼提供的担保 余额为5,000万美元（含本次担保金额）。 本次担保是否有反担保：否。 对外担保逾期的累计数量：公司以及中策泰国无逾期对外担保的情况。 一、担保情况概述 （一）担保基本情况简介 为满足中策泰国的子公司中策印尼的经营周转需要，近日，中策泰国与渣打 银行印尼分行（以下简称"渣打银行"）签署了《Guarantee Agreement》， ...

Summary of Key Points Core Viewpoint - The issuance of new shares by Huadian New Energy has raised a total of 15.801 billion yuan, making it the largest fundraising company this year, primarily for wind and solar power projects [2]. Group 1: New Share Issuance - Huadian New Energy issued 4.969 billion shares at a price of 3.18 yuan per share, raising 15.801 billion yuan [1]. - A total of 50 companies have gone public this year, raising a cumulative amount of 54.588 billion yuan, with an average fundraising of 1.092 billion yuan per company [1]. - Among the new issuances, 11 companies raised over 1 billion yuan, with one company exceeding 10 billion yuan [1]. Group 2: Fundraising Distribution - The distribution of fundraising amounts shows that the Shanghai main board had 12 new issuances raising 29.562 billion yuan, while the Shenzhen main board had 7 issuances raising 3.761 billion yuan [1]. - The ChiNext board had 19 new issuances raising 11.428 billion yuan, and the Sci-Tech Innovation Board had 7 issuances raising 7.901 billion yuan [1]. - The Beijing Stock Exchange had 5 new issuances raising 1.937 billion yuan [1]. Group 3: Notable Fundraising Companies - Huadian New Energy is followed by Zhongce Rubber, which raised 4.066 billion yuan for working capital and tire production projects [2]. - Other notable companies include Tianyouwei, Yitang Co., and Yingshi Innovation, raising 3.740 billion yuan, 2.497 billion yuan, and 1.938 billion yuan respectively [2]. - The average initial public offering price this year is 23.73 yuan, with four companies priced above 50 yuan, the highest being Tianyouwei at 93.50 yuan [2]. Group 4: Regional Distribution - New share issuances are primarily concentrated in Jiangsu, Guangdong, and Zhejiang, with 11, 10, and 10 companies respectively [2]. - The top fundraising provinces are Fujian, Zhejiang, and Guangdong, with amounts of 15.801 billion yuan, 9.693 billion yuan, and 7.299 billion yuan respectively [2].

Core Viewpoint - Zhongce Rubber Group Co., Ltd. is holding its first extraordinary general meeting of shareholders in 2025 to discuss important resolutions including changes to registered capital, company type, and amendments to the Articles of Association [1][11]. Meeting Procedures - The meeting will verify the identity of attendees and requires shareholders to present necessary documentation for attendance [1][2]. - Shareholders have the right to speak, inquire, and vote during the meeting, but must adhere to the agenda and time limits for speaking [2][3]. - Voting will be conducted through both on-site and online methods, with results announced post-meeting [3][5]. Capital Changes - The company plans to change its registered capital from RMB 787,037,038 to RMB 874,485,598 following its public offering of 87,448,560 shares at RMB 46.50 each, raising a total of approximately RMB 3.93 billion [5][11]. - The company type will change from "non-listed limited company" to "listed limited company" as part of the restructuring [11]. Cash Management Proposal - The company intends to use up to RMB 1 billion of temporarily idle raised funds and its own funds for cash management to enhance fund efficiency while ensuring the safety of the funds and normal operations [7][9]. - The cash management will involve purchasing low-risk, high-liquidity financial products with a maximum investment period of 12 months [7][8]. Impact on Company Operations - The proposed cash management strategy is designed to not interfere with the normal operation of the company or its investment projects, aiming to increase fund utilization efficiency and generate additional returns for shareholders [9][10].

Key Points - The article summarizes important announcements from various listed companies in the Shanghai and Shenzhen stock markets on July 4, providing insights for investors [2] Group 1: Major Corporate Actions - China Shipbuilding Industry Corporation's absorption and merger with China Shipbuilding Industry Group has been approved by the Shanghai Stock Exchange, pending further regulatory approvals [3] - Aerospace Hongtu's controlling shareholder's action party plans to transfer 5.1% of the company's shares to a private equity fund at a price of 19 yuan per share, totaling 253 million yuan [4] - Guotou Zhonglu plans to acquire 100% of China Electronic Engineering Design Institute through a share issuance, with the transaction price yet to be determined [5] - Haitai Development intends to transfer 100% of its subsidiary's equity for 90.6595 million yuan, aiming to optimize its asset structure [6] - Gensun Bio plans to invest approximately 150 million yuan to build an intelligent production and R&D base, expected to be completed by 2028 [7] - Xinhua Insurance intends to invest 11.25 billion yuan to subscribe to a private equity fund, which has a total size of 22.5 billion yuan [8] - Huaming Equipment has raised its share repurchase fund limit from 200 million yuan to 250 million yuan [9] - Aotewei's controlling shareholders plan to transfer 4.99% of the company's shares through a pricing inquiry [10] - Jianke Institute plans to publicly transfer 40% of its stake in Hubei Jiansheng Engineering Technology Consulting Co., Ltd. [11] - Aerospace Electronics plans to increase capital in its subsidiary to enhance its capabilities in unmanned systems [12] Group 2: Financial Performance - Jin Xin Nong reported a 1.23% year-on-year decline in pig sales revenue for the first half of 2025, totaling 763 million yuan [14] - Tianbang Food's June pig sales revenue decreased by 4.01% month-on-month, with a total of 4.143 billion yuan for the first half of 2025 [15] - GAC Group's June automobile sales fell by 8.22% year-on-year, with a total of 755,300 vehicles sold in the first half of 2025, down 12.48% [16] - Pulite expects a net profit increase of 38.88% to 66.65% for the first half of 2025, driven by growth in modified materials and new energy businesses [18] - Zhuye Group anticipates a net profit increase of 50.97% to 75.23% for the first half of 2025, benefiting from rising precious metal prices [19] - Xindong Lian Ke expects a net profit increase of 144.46% to 199.37% for the first half of 2025, supported by sufficient orders and revenue growth [20] - Zhongce Rubber forecasts a net profit decrease of 6.3% to 11.81% for the first half of 2025, due to a one-time gain in the previous year [21] - *ST Sihua expects a net loss of 11 million to 17 million yuan for the first half of 2025, despite significant sales order growth [22] - Sankeshu anticipates a net profit increase of 80.94% to 119.04% for the first half of 2025, driven by growth in retail business and improved gross margins [23] Group 3: Major Contracts and Shareholding Changes - Hongsheng Huayuan's subsidiary is expected to win a bid for a project worth approximately 1.127 billion yuan from the Southern Power Grid [25] - Times New Materials signed contracts worth approximately 2.711 billion yuan for wind turbine blade sales in the second quarter of 2025 [26] - Guojian Group's controlling shareholder reduced its holdings of convertible bonds by 900,000 units, accounting for 11.25% of the total issuance [27] - Yue Wanniang's controlling shareholder plans to reduce its stake by up to 6% through various trading methods [28] - Maipu Medical's shareholder plans to reduce its stake by up to 665,100 shares, representing 0.9999% of the total shares [29] - Jiulian Technology's directors and senior management plan to reduce their holdings by up to 2.61% of the total shares [30] - *ST Huawang's shareholder plans to reduce its stake by up to 1.76% through trading methods [32]