福建天衡联合（福州）律师事务所 关于福建海通发展股份有限公司 2025 年第五次临时股东会的 法律意见书 关于福建海通发展股份有限公司 2025 年第五次临时股东会的 法律意见书 〔2025〕天衡福非字第 0108-02 号 致：福建海通发展股份有限公司 引 言 福建天衡联合（福州）律师事务所接受福建海通发展股份有限公司（以下简称 "公司"）的委托，指派本所律师参加公司 2025 年第五次临时股东会（以下简称 "本次会议"），并根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东会规则》《上海证券交易所股票上市规则》《上海证券交易所上市公司 自律监管指引第 1 号——规范运作》等法律、法规和规范性文件以及《福建海通发 展股份有限公司章程》（以下简称《公司章程》）的规定，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，并基于律师声明事项，就本次会议的相关事 项出具本法律意见书。 福建天衡联合（福州）律师事务所 本所律师进行上述核查验证，已经得到公司的如下保证，并以该等保证作为出 具本法律意见书的前提和依据：公司向本所律师提供的文件资料（包括但不限于公 司第四届董事会第二十八次会议决议、关 ...

证券代码：603162 证券简称：海通发展 公告编号：2025-092 福建海通发展股份有限公司 2025年第五次临时股东会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东会召开的时间：2025 年 08 月 06 日 (二)股东会召开的地点：福建省福州市台江区长汀街 23 号升龙环球大厦 42 层 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 444 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 725,210,257 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 78.3651 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，公司董事长曾而斌先生主持，采取现场投票 | 股东类型 | 同意 | | 反对 | | 弃权 | | ...

Investment Rating - The report initiates coverage with a "Buy" rating for Haitong Development [3][9][11]. Core Views - Haitong Development is a private enterprise engaged in domestic coastal and international bulk cargo transportation, with foreign trade becoming its core business. The foreign trade revenue share is expected to increase from 29% in 2020 to 65% in 2024, contributing 93% to gross profit in 2024. The company adopts a strategy of purchasing second-hand ships for expansion, maintaining a balance between scale and stability. The company has significant operational flexibility, with a projected net profit increase of approximately 530 million yuan for every $5,000/day rise in freight rates [3][7][9]. Company Overview - Haitong Development, established in 2009, specializes in domestic coastal and international bulk cargo transportation. The company has built a fleet of large handy bulk carriers, controlling a total capacity of 4.84 million deadweight tons as of mid-2025, ranking ninth globally in large handy bulk carrier capacity [6][33]. Business Expansion - The company has expanded its foreign trade business significantly, with foreign trade revenue share projected to rise from 29.3% in 2020 to 65.0% in 2024. The foreign trade business is expected to contribute 92.7% to gross profit in 2024. The company primarily operates on a time-charter basis, which presents lower risk exposure compared to voyage chartering [7][39]. Industry Analysis - The dry bulk shipping industry is expected to see a gradual recovery, with domestic supply likely to clear out. The average age of domestic dry bulk vessels is 11 years, with a significant portion being older than 18 years. A subsidy policy for scrapping old vessels is expected to accelerate the exit of older ships from the market, tightening supply [8][59][63]. Financial Performance - The company exhibits strong financial metrics, with a return on equity (ROE) of 14.2% and a low debt-to-asset ratio of 29.4% in 2024, providing a solid foundation for future expansion [7][49]. The projected net profits for 2025, 2026, and 2027 are estimated at 300 million, 620 million, and 750 million yuan, respectively, with corresponding price-to-earnings (PE) ratios of 26.5, 12.9, and 10.7 [9][11].

证券之星消息，2025年8月1日海通发展（603162）发布公告称公司于2025年7月31日召开业绩说明会。 尊敬的投资者，您好，海通发展本次向特定对象发行股股票数量不超过3,000万股，未超过本次发行前总 股本的30%，将于上海证券交易所上市，保荐机构为中信证券。公司本次向特定对象发行股股票募集资金 总额不超过2.10亿元，扣除发行费用拟用于干散货船舶购置。公司控股股东、实际控制人曾而斌控制的关 联方大云溟投资、大岚投资以现金方式全额认购本次定增。海通发展通过本次募集资金投资项目购置干散 货船舶，将持续优化公司船型结构，将更加灵活匹配不同货种与航线需求，更好实现公司航运业务的全面 覆盖与高效运营。同时，进一步强化公司在国际干散货运输的核心竞争力，巩固公司在干散货运输行业的 领先地位，助力公司长期稳定发展。此外，在航运市场波动加剧的背景下，实控人及其一致行动人继2024 年两次增持后，本次真金白银全额认购，充分彰显了其对公司长期价值的坚定信心以及对干散货航运行业 未来前景的强烈看好。 三、请问公司有什么经营策略与优势？ 尊敬的投资者，您好，公司成立以来始终专注于从事国内沿海以及国际远洋的干散货运输业务。经过多 ...

Core Insights - The report highlights the emergence of a commodity bull market driven by anti-involution policies and increased infrastructure investment, which are expected to positively impact upstream supply chains and commodity prices [5][15][61] - The transportation sector has shown mixed performance, with the public transport sub-sector leading with an 11.1% increase, while the aviation sub-sector lagged with a -6.7% decline [5][13] - The report emphasizes the growing concentration in the bulk supply chain market, with the CR4 market share rising from 1.21% in 2016 to 4.18% in 2022, indicating a trend towards larger, more stable companies benefiting from the anti-involution policies [5][33] Market Overview - As of July 28, 2025, the Shanghai Composite Index closed at 4135.82, up 5.1% year-to-date, while the CITIC Transportation Index underperformed at 2061.14, up only 1.1% [7][9] - The report notes that the overall market for bulk supply chain services in China was approximately 55 trillion yuan in 2022, with a significant increase in market concentration observed [5][25][33] Investment Recommendations - The report suggests focusing on midstream logistics and warehousing companies like Wuchan Zhongda (600704.SH) to capitalize on the anticipated recovery in commodity prices and demand [5][61] - It also recommends monitoring leading dry bulk shipping companies such as China Merchants Energy Shipping (601872.SH) and Haitong Development (603162.SH) as shipping demand is expected to rebound [5][61] Commodity Price Trends - Since July 1, 2025, major commodity prices have rebounded significantly, with DCE coking coal prices rising by 54.6%, iron ore by 13.3%, and soda ash by 23.6% [22][23] - The report indicates that the anti-involution policies are likely to stabilize commodity prices and improve profitability for leading supply chain companies [22][38] Supply Chain Dynamics - The report highlights the increasing importance of long-distance transportation for iron ore imports, particularly from Brazil and Guinea, which is expected to drive up shipping demand due to longer transport distances [44][52] - The growth trend in aluminum ore imports is also noted, with a significant increase in dependency on foreign sources, particularly from Guinea [56][59] Company Performance and Projections - Wuchan Zhongda is projected to achieve a revenue of approximately 620.4 billion yuan in 2025, with a net profit of around 3.67 billion yuan, reflecting a strong growth trajectory [66][68] - China Merchants Energy Shipping is expected to benefit from a recovering market, with projected net profits of 5.9 billion yuan in 2025, indicating a robust operational capacity [70][72] - Haitong Development is anticipated to see a rebound in profits as market conditions improve, with projections of 263.66 million yuan in net profit for 2025 [73][76]

Summary of Haitong Development Conference Call Company Overview - Haitong Development is the seventh largest shipping company in China, with the actual controller, Zeng Erbin, holding 58% of the shares. The company has rapidly expanded its capacity, achieving a compound annual growth rate (CAGR) of 30% from 2019 to 2024. International business accounts for 65% of revenue and 92.5% of gross profit [2][3]. Financial Performance - The company's net profit attributable to shareholders peaked at 670 million yuan in 2022 but declined in 2023. A rapid growth rate is expected in 2024, although profits are projected to significantly drop in the first half of 2025 due to a decrease in the Baltic Dry Index (BDI) and maintenance impacts [2][6]. Market Dynamics - The dry bulk shipping market is transitioning from a recession to a recovery phase. The current BDI is above the ten-year average but remains weaker than levels seen from 2000 to 2009. The supply side shows a low proportion of new ship orders, while the demand side is expected to grow due to global mining expansion [2][7][8]. Key Projects and Their Impact - The Simandou iron ore project is expected to significantly influence the global iron ore market, with production anticipated to exceed 100 million tons by 2026. If 70% of this is shipped to China, it will account for 6.8% of global iron ore shipping turnover, increasing shipping distances and demand [2][9]. Trade Growth - The growth in bauxite trade is expected to provide additional demand for Capesize vessels, with global bauxite shipping volumes projected to increase by 19% and 5% in 2025 and 2026, respectively [2][10]. Economic Influences - The anticipated interest rate cuts by the Federal Reserve and the reconstruction of Ukraine may positively impact dry bulk shipping demand, with historical data indicating that the BDI typically rebounds during rate cut cycles [2][11]. Future Outlook - Haitong Development aims to continue expanding its fleet and has set a target of 100 ships. The company is expected to benefit from the recovery of the dry bulk market, with projected net profits of 330 million, 600 million, and 750 million yuan for 2025, 2026, and 2027, respectively. The target price is set at 10.7 yuan, reflecting a potential 26% increase from current market value [2][12]. Risks - Potential risks include macroeconomic downturns, oversupply of shipping capacity, and significant fluctuations in oil prices, which could negatively impact the company's performance [2][13].

Investment Rating - The report assigns a "Buy" rating to the company with a target price of 10.7 CNY [1][11]. Core Views - Haitong Development is positioned as a leading private dry bulk shipping company in China, capitalizing on market recovery opportunities. The company has demonstrated strong operational capabilities and cost management, maintaining rapid growth in shipping capacity over recent years, which is expected to release higher profit elasticity as the dry bulk market gradually recovers [8][11]. Summary by Sections Company Overview - Haitong Development, established in 2009, is a leading private dry bulk shipping company in China, ranking 7th among major shipping enterprises in terms of fleet size as of the end of 2024. The company has expanded its fleet from focusing on ultra-large bulk carriers to include various ship types, with a current fleet composition of 69% ultra-large, 10% Panamax, and 22% Capesize vessels [7][9][15]. Market Supply and Demand - The dry bulk market is transitioning from a recession to a recovery phase, with the BDI average for the first half of 2025 at 1290 points, down 41% from the historical average since 2000. Supply growth is expected to remain limited, with the order book for bulk carriers at a historical low of 10.4%. Demand factors include potential increases from the West Simandou project and interest rate cuts [7][53][55]. Company Highlights - The company has achieved a compound annual growth rate (CAGR) of 30% in total shipping capacity from 2019 to 2024. The operational flexibility and cost advantages, along with a well-experienced management team, have allowed the company to effectively manage its fleet and optimize routes, achieving daily TCE rates significantly above market benchmarks [10][11][22]. Financial Projections - The company is projected to achieve net profits of 3.3 billion CNY, 6.0 billion CNY, and 7.5 billion CNY for the years 2025 to 2027, with corresponding EPS of 0.35 CNY, 0.65 CNY, and 0.81 CNY. The report suggests a target market capitalization of approximately 102 billion CNY, indicating a potential growth of 26% from current levels [3][11][35].

Core Insights - As of July 25, 16 companies have released their semi-annual reports for 2025, with 12 reporting year-on-year profit growth and 4 showing declines [1] - Among these, 10 companies experienced year-on-year revenue growth, while 6 reported declines [1] - Eight companies, including Zhimingda, saw both profit and revenue growth, while two companies, including Zhongyan Chemical, reported declines in both metrics [1] - Three companies achieved profit growth exceeding 100%, with Zhimingda leading at a staggering 2147.93% increase [1] Company Performance Summary - Zhimingda (688636): Earnings per share of 0.2284, net profit of 38.298 million, net profit growth of 2147.93%, and revenue of 294.7564 million with a growth of 84.83% [1] - Wohua Medicine (002107): Earnings per share of 0.0800, net profit of 44.6764 million, net profit growth of 303.16%, and revenue of 425.3585 million with a growth of 7.64% [1] - Shentong Technology (605228): Earnings per share of 0.1500, net profit of 64.278 million, net profit growth of 111.09%, and revenue of 815.7269 million with a growth of 22.46% [1] - Changchuan Technology (300604): Earnings per share of 0.6800, net profit of 427.0218 million, net profit growth of 98.73%, and revenue of 2.1668482 billion with a growth of 41.80% [1] - Minshida (833394): Earnings per share of 0.4300, net profit of 63.0278 million, net profit growth of 42.28%, and revenue of 237.4942 million with a growth of 27.91% [1] - Ruigu Mould (002997): Earnings per share of 1.0800, net profit of 226.9641 million, net profit growth of 40.33%, and revenue of 1.6623784 billion with a growth of 48.30% [1] - Gaoneng Environment (603588): Earnings per share of 0.3290, net profit of 502.4205 million, net profit growth of 20.85%, and revenue of 6.7000252 billion with a decline of 11.20% [1] - Zhongyan Chemical (600328): Earnings per share of 0.0359, net profit of 52.7155 million, net profit decline of 88.04%, and revenue of 5.9977208 billion with a decline of 5.76% [1]

Core Viewpoint - The legal opinion confirms that the procedures for convening and holding the fourth extraordinary general meeting of shareholders of Fujian Haitong Development Co., Ltd. are in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its outcomes [4][9]. Meeting Procedures - The meeting was convened following a resolution from the company's board of directors and was announced to all shareholders 15 days prior to the meeting date [4][5]. - The meeting was conducted in a hybrid format, combining an on-site meeting with online voting [5]. Attendance and Voting - A total of 494 shareholders and their proxies attended the meeting, representing 601,621,150 shares, which is 64.0134% of the total voting shares [6][8]. - The on-site attendance included 6 shareholders representing 565,058,641 shares (61.0623%), while 488 participated via online voting, representing 36,562,509 shares (3.9511%) [6][8]. Voting Results - The voting process involved both written and online methods, with results being combined and verified by designated personnel [7]. - The resolutions presented at the meeting received overwhelming support, with 600,040,622 shares voting in favor, accounting for a significant majority of the votes cast [7][8]. Conclusion - The legal opinion concludes that all aspects of the meeting, including the convening procedures, qualifications of attendees, and voting processes, adhered to the relevant legal frameworks, confirming their validity [9].

Meeting Overview - The meeting is scheduled for August 6, 2025, at 14:30 in Fuzhou, Fujian Province [4] - The meeting will be hosted by the company's board of directors [4] - Participants must register 15 minutes prior to the meeting [2] Agenda Items - The meeting will discuss several proposals, including the issuance of A-shares to specific investors and the feasibility of using raised funds [5][6] - Key proposals include: - Issuing A-shares to specific investors [7] - Analyzing the feasibility of using raised funds [12] - Signing conditional share subscription agreements with related parties [15] - Addressing the dilution of immediate returns and measures to compensate for this [16] - Planning for shareholder dividend returns for the next three years [18] Voting Procedures - Voting will be conducted through both on-site and online methods [3] - Each share carries one vote, and shareholders can express their opinions as "agree," "disagree," or "abstain" [3] - The voting results will be announced after counting both on-site and online votes [5] Financial Aspects - The company plans to raise up to 2.1 billion RMB through the issuance of A-shares [10] - The net proceeds will be allocated to specific investment projects totaling 2.694 billion RMB [10] - The issuance will involve a maximum of 30 million shares, not exceeding 30% of the total share capital before the issuance [9] Related Transactions - The company will enter into related transactions with Fuzhou Dayunming Investment Co., Ltd. and Fuzhou Dalan Investment Co., Ltd. [15] - The pricing for the share issuance will be based on the average trading price of the company's shares prior to the issuance [8] Audit and Compliance - The company proposes to reappoint the accounting firm, Zhihong CPA, for the 2025 financial audit [28] - The firm has a strong track record and will ensure compliance with relevant regulations [24][27]