国浩律师（合肥）事务所 关于新东方新材料股份有限公司 2024 年年度股东会 法律意见书 地址：合肥市政务区怀宁路200 号置地栢悦中心12 层邮编：230071 12/F，ZhiDiBaiYueCentre，200HuaiNingRoad，ZhengwuDistrict，Hefei，China230071 电话/Tel:(+86)（0551）65633326 传真/Fax:(+86)（0551）65633323 网址/Website:http://www.grandall.com.cn 国浩律师（合肥）事务所 关于新东方新材料股份有限公司 2024 年年度股东会 法律意见书 致：新东方新材料股份有限公司 正文 一、本次股东会的召集、召开程序及召集人资格 经核查，根据公司第六届董事会第九次会议决议，公司于 2025 年 4 月 26 日 在巨潮资讯网站（www.cninfo.com.cn）上刊登了《新东方新材料股份有限公司关 于召开 2024 年年度股东大会通知公告》。本次股东会已按公告的要求如期召开。 本次股东会由公司董事会召集，董事长许广彬先生主持。本次股东会的召集、召 开程序、召集人资格均符合法律、法规 ...

●新东方新材料股份有限公司（以下简称"公司"）持股 5%以上股东朱君 斐女士持有公司股份 17,787,840 股，占公司总股本的 8.84%。 证券代码：603110 证券简称：东方材料 公告编号：2025-034 新东方新材料股份有限公司 关于持股 5%以上股东部分股份解除冻结的公告 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： ●朱君斐女士本次解除司法冻结的股份数为 13,037,947 股，占其所持股份的 73.30%，占公司总股本的 6.48%。 一、持股 5%以上股东股份解除司法冻结情况 2025 年 5 月 20 日 公司于近日通过中国证券登记结算有限责任公司系统查询获悉朱君斐女士 所持公司部分股份已解除司法冻结，具体情况如下： | 股东名称 | 朱君斐 | | --- | --- | | 本次解除冻结股份 | 股 13,037,947 | | 占其所持股份比例 | 73.30% | | 占公司总股本比例 | 6.48% | | 解除冻结时间 | 2025 年 5 月 15 日 | | 持股数量 ...

Core Viewpoint - The ongoing debt issues of Xu Guangbin are leading to a significant change in the actual controller of Dongfang Materials, with his shareholding being judicially auctioned off, resulting in a decrease from over 12% to 5.44% [1] Group 1: Shareholding Changes - Xu Guangbin's shareholding in Dongfang Materials is being reduced due to judicial auctions, with his personal holding dropping from over 12% to 5.44% after the transfer of shares [1] - Zhu Junfei will become the largest shareholder of Dongfang Materials, while Jiangsu Teliang New Materials Technology Co., Ltd. will become the second largest shareholder after acquiring 5.96% of shares [1] - The auction results show that Teliang and an individual buyer bid for 12 million shares and 1.5 million shares, respectively, at prices of 168 million yuan and 24.95 million yuan, translating to per-share prices of 14.02 yuan and 16.64 yuan [1] Group 2: Financial Performance of Teliang - Teliang, primarily engaged in surface treatment processes for products like laptop keyboards, reported a revenue of 385 million yuan and a net profit of 17 million yuan in 2024 [1] - Teliang's acquisition of approximately 6% of Dongfang Materials for nearly 170 million yuan raises questions about its strategic intentions [1] Group 3: Legal and Financial Issues - Xu Guangbin's shares have been subject to multiple judicial executions, reflecting ongoing debt problems, with overdue debts amounting to approximately 45 million yuan in the past year [4] - There are ongoing legal disputes involving Xu Guangbin, with a total amount in litigation or arbitration cases reaching approximately 1.279 billion yuan [4] - Xu Guangbin's shareholding has been continuously decreasing due to forced sales, with his stake dropping to 12.54% after recent announcements [3]

Core Viewpoint - The ongoing judicial auction of shares held by Xu Guangbin, the actual controller of Dongfang Materials, poses a risk of change in control, as his shareholding will decrease significantly from 12.15% to 5.44% after the auction [1][5][7]. Group 1: Shareholding Changes - Xu Guangbin's shareholding in Dongfang Materials will drop to 5.44% after the judicial auction, leading to Zhu Junfei becoming the largest shareholder and Jiangsu Teliang New Materials Technology Co., Ltd. (Teliang) becoming the second largest shareholder with 5.96% [1][3]. - Teliang's acquisition of 5.96% of Dongfang Materials was part of a competitive bidding process, where Teliang and an individual buyer bid for shares at prices of 1.68 billion yuan and 249.57 million yuan respectively [3]. Group 2: Financial Performance and Background of Teliang - Teliang, primarily engaged in surface treatment processes for products like laptop keyboards, reported a revenue of 385 million yuan and a net profit of 17 million yuan in 2024 [3]. - Teliang was established in 2010 with a registered capital of 136 million yuan, and its major shareholders have faced multiple court-ordered asset freezes [4]. Group 3: Xu Guangbin's Debt Issues - Xu Guangbin's debt issues are reflected in the ongoing judicial executions, with reported overdue debts amounting to approximately 45 million yuan in the past year and ongoing legal disputes totaling around 1.279 billion yuan [8]. - The number of shares held by Xu Guangbin has been consistently decreasing due to judicial actions, raising concerns about the sustainability of his control over Dongfang Materials [6][7].

Core Viewpoint - The announcement reveals a significant change in the ownership structure of Dongfang Materials (603110.SH) following the judicial auction of 13.5 million shares owned by the former controlling shareholder Xu Guangbin, leading to the emergence of Jiangsu Teliang New Materials Technology Co., Ltd. as the second-largest shareholder with a 5.96% stake [1][2]. Shareholder Changes - Xu Guangbin's 13.5 million shares were sold in two transactions, with Teliang New Materials acquiring 12 million shares for 168 million yuan, translating to approximately 14 yuan per share, which is nearly 20% lower than the latest closing price of 17.01 yuan [2]. - The remaining 150,000 shares were purchased by individual investor Pan Quhong for 24.95 million yuan, at a price of about 16.6 yuan per share [2]. - Following the share transfer, the new ownership structure sees Zhu Junfei as the largest shareholder with an 8.84% stake, while Xu Guangbin retains 5.44% [1][2]. Potential New Controlling Shareholder - The company has not disclosed who the new actual controller will be, creating uncertainty in the market [6]. - Zhu Junfei, the current largest shareholder, is the wife of the previous actual controller Fan Jiajun, raising speculation about her potential return to a controlling role [6]. - Xu Guangbin's ongoing legal issues, including frozen shares and a civil lawsuit, may complicate the situation further [5][7]. Legal and Financial Implications - Xu Guangbin's legal troubles, including allegations of financial misconduct related to another company, could impact Dongfang Materials' future capital operations [7]. - The upcoming judicial auction of an additional 7.02 million shares held by Xu Guangbin may also influence the ownership dynamics and potential new controlling interests [6][7].

Core Viewpoint - The control of Dongfang Materials (603110.SH) is shifting due to the judicial auction of shares held by Xu Guangbin, which may lead to a change in the company's major shareholder and actual controller [1][2][3]. Company Overview - Dongfang Materials was established in 1994 and listed on the Shanghai Stock Exchange in 2017, primarily engaged in the production and sales of soft packaging inks, polyurethane adhesives for composites, and PCB electronic inks [4]. - The company has experienced fluctuating performance under Xu Guangbin's leadership, with revenues of 396 million yuan, 404 million yuan, 394 million yuan, and 436 million yuan from 2021 to 2024, and net profits of 56 million yuan, 20 million yuan, 52 million yuan, and 14 million yuan during the same period [16]. Shareholder Changes - Xu Guangbin's shareholding has been subject to multiple judicial auctions, and if the recent auction of 13.5 million shares is completed, his stake will drop to 5.44%, resulting in a new major shareholder, Zhu Junfei, holding 8.84% [1][13]. - The second-largest shareholder will be Jiangsu Teliang New Materials Technology Co., Ltd., with a 5.96% stake [13]. - Xu Guangbin's financial troubles have been highlighted, with overdue debts amounting to approximately 45 million yuan and litigation or arbitration cases totaling about 1.279 billion yuan [13]. Market Performance - As of May 15, Dongfang Materials' stock closed at 17.01 yuan, reflecting a decline of 3.95% and a total market capitalization of 3.423 billion yuan [2]. - The stock price has dropped nearly 50% from around 31 yuan per share in early 2021, indicating significant market depreciation [22]. Future Outlook - The future control of Dongfang Materials remains uncertain, with the potential for Zhu Junfei and Jiangsu Teliang New Materials to influence the company's direction [15][19]. - The company attempted to acquire a 51% stake in Nokia's TD TECH in 2023 but was unsuccessful, and its newly established subsidiary, Dongfang Supercomputing, has reported losses of 915,500 yuan and 4.4671 million yuan in 2023 and 2024, respectively [18].

Group 1 - Vanke A received a loan of 1.552 billion yuan from its largest shareholder, Shenzhen Metro Group, to repay the principal and interest of publicly issued bonds, with a loan term of 36 months and an annual interest rate of 2.34%, lower than the 1-year LPR [2] - Chengfei Integration announced that its stock has been on a six-day trading limit, confirming that there are no undisclosed significant matters affecting the company [3] - Dongpeng Beverage's shareholder, Kunpeng Investment, reduced its shareholding from 6.44% to 5.43%, a decrease of 1.01 percentage points, through trading activities [4] Group 2 - Baofeng Energy plans to repurchase shares worth between 1 billion and 2 billion yuan, with a maximum repurchase price of 22.80 yuan per share [7] - Huakayi Yibai announced that shareholders plan to reduce their holdings by up to 3% of the company's total shares [6] - China Pacific Insurance reported a 10.4% year-on-year increase in original insurance premium income for its life insurance subsidiary, totaling 115.359 billion yuan [22]

证券代码：603110 证券简称：东方材料 公告编号：2025-032 新东方新材料股份有限公司 关于控股股东、实际控制人所持部分公司股份 被司法拍卖的进展暨控股股东、实际控制人 所持公司股份拟发生变动的提示性公告 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： ●截至 2025 年 5 月 13 日，新东方新材料股份有限公司（以下简称"公司" 或"东方材料"）控股股东、实际控制人许广彬先生持有公司 24,446,903 股，占 公司总股本的 12.15%， ●本次被司法拍卖的股份为公司控股股东、实际控制人许广彬先生持有的公 司无限售条件流通股共计 13,500,000 股，占其所持股份的 55.22%，占公司总股 本的 6.71%，上述司法拍卖股份已全部竞买成交。 证券代码：603110 证券简称：东方材料 公告编号：2025-032 持部分公司股份将被司法拍卖的提示性的公告》（公告编号：2025-008），江苏 省无锡市滨湖区人民法院将于 2025 年 5 月 12 日 10 时至 2025 年 5 月 1 ...

证券代码：603110 证券简称：东方材料 公告编号：2025-033 新东方新材料股份有限公司 关于股东拟发生权益变动的提示性公告 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： ●本次权益变动系新东方新材料股份有限公司（以下简称"公司"）控股股 东、实际控制人许广彬先生所持公司 13,500,000 股无限售流通股被司法拍卖所 致，本次司法拍卖股份占许广彬先生所持股份的 55.22%，占公司总股本的 6.71%。 本次权益变动后，许广彬先生持有公司股份数量将从 24,446,903 股减少至 10,946,903 股，占公司总股本比例将从 12.15%减少至 5.44%。江苏特丽亮新材料 科技有限公司持有公司股份数量将从 0 股增加至 12,000,000 股，占公司总股本比 例将从 0.00%增加至 5.96%。 ●本次权益变动不触及要约收购。 ●本次权益变动会导致公司控股股东、实际控制人发生变化。本次权益变动 后，公司第一大股东将变为朱君斐，持股比例为 8.84%，公司第二大股东将变为 江苏特丽亮新材料 ...

Group 1 - The company will hold its shareholders' meeting on May 20, 2025, at 14:30 in Hefei [1] - The agenda includes signing in, announcing the meeting's start, reading meeting rules, and voting on various proposals [1][2] - The meeting will feature both cumulative and non-cumulative voting proposals [1][4] Group 2 - In 2024, the company achieved a revenue of 436.15 million yuan, a year-on-year increase of 10.81% [4] - The operating costs for the same period were 314.46 million yuan, up 10.45% year-on-year [4] - The net profit attributable to shareholders, excluding non-recurring gains, was 11.36 million yuan, reflecting a significant increase of 78.99% [4][5] Group 3 - As of December 31, 2024, the company's total assets amounted to 874.01 million yuan, a 1.90% increase year-on-year [5] - The net assets attributable to shareholders were 702.88 million yuan, up 2.03% year-on-year [5] - The basic earnings per share decreased by 73.08% to 0.07 yuan [5] Group 4 - The company plans to maintain stable operations in traditional businesses while actively promoting its computing power business [5][8] - The board of directors held five meetings in 2024, reviewing 22 proposals [6] - The company emphasizes equal treatment of all shareholders and has improved participation convenience for minority shareholders through online voting [6] Group 5 - The company reported a cash inflow from operating activities of 22.99 million yuan, a decrease of 16.74 million yuan year-on-year [20] - Investment activities resulted in a cash outflow of 82.39 million yuan, primarily due to infrastructure and fixed asset investments [20] - Financing activities led to a cash outflow of 0.0127 million yuan, significantly less than the previous year's outflow of 30.18 million yuan [20] Group 6 - The company proposed a cash dividend of 0.50 yuan per share for 2024, totaling approximately 10.06 million yuan [15] - The company will not implement stock bonuses or capital increases this year [15] - The profit distribution plan aims to balance immediate and long-term shareholder interests [15] Group 7 - The company plans to apply for a total credit limit of up to 176 million yuan from financial institutions for operational needs in 2025 [21] - The credit will include various forms such as loans and bank guarantees [21] - The company will ensure that the actual credit amount aligns with operational requirements [21] Group 8 - The company intends to purchase liability insurance for its directors, supervisors, and senior management to mitigate operational risks [32] - The board seeks authorization from the shareholders' meeting to manage the insurance purchase process [32] - This initiative is in line with regulatory requirements to protect the interests of the company and its stakeholders [32]