上海市广发律师事务所 关于浙江皇马科技股份有限公司 2025 年第二次临时股东会的法律意见书 需公告的信息一起向公众披露，本所依法对发表的法律意见承担责任。 本所律师根据相关法律、法规和规范性文件的要求,按照律师行业公认的业 务标准、道德规范和勤勉尽责精神发表意见如下: 一、本次股东会的召集和召开程序 本次股东会是由公司董事会根据 2025年 11 月 10 日召开的第八届董事会第 四次会议决议召集。公司已于 2025年 11 月 11 日在上海证券交易所指定网站及 相关指定媒体上刊登了《浙江皇马科技股份有限公司关于召开 2025 年第二次临 时股东会的通知》,并决定采取现场会议表决和网络投票相结合的方式召开本次 股东会。 本次股东会现场会议于 2025年 11 月 26 日 14 时 30 分在浙江省绍兴市上虞 区杭州湾上虞经济开发区皇马尚宜公司会议室召开:网络投票采用上海证券交易 所股东会网络投票系统,通过交易系统投票平台进行网络投票的时间为:2025 年 11 月 26 日 9:15 至 9:25,9:30 至 11:30,13:00 至 15:00;通过互联网投票平台 投票的具体时间为:2025年 1 ...

Investment Rating - The report maintains an investment rating of "Outperform the Market - A" for the industry [5] Core Insights - The epoxy active diluents are expected to see sustained demand growth due to their excellent properties and wide applications, particularly in composite materials, coatings, electronics, and adhesives [2] - The recent fire incident at XinYuan Technology, the largest global producer of epoxy active diluents, may lead to a temporary shortage in supply, impacting the global market [3] - Price increases have been observed in the market due to supply tightness, with significant price hikes reported for various active diluents [4] Summary by Sections - **Industry Overview**: The global consumption of epoxy active diluents was approximately 228,000 tons in 2021, with significant demand from composite materials (32%), coatings (16%), and electronics (15%) [2] - **Market Dynamics**: The rapid growth of wind power installations in China is expected to drive demand for epoxy active diluents, with a projected increase of 51.39 GW in new installations in the first half of 2025, a year-on-year increase of 99% [2] - **Supply Chain Impact**: XinYuan Technology has a production capacity of 50,000 tons and accounted for 20% of the global market share in 2021. The fire incident may disrupt supply chains and lead to a temporary shortage [3] - **Price Trends**: Recent market conditions have led to significant price increases for epoxy active diluents, with reported price hikes of 18%, 16%, and 24% for different products as of November 21 [4] - **Investment Opportunities**: Companies such as Kangda New Materials and Huangma Technology are highlighted as potential investment opportunities due to their production capacities in epoxy resin diluents [11]

Core Viewpoint - The stock of Huangma Technology (sh603181) hit the daily limit down on November 21, 2025, closing at 14.27 yuan, a decrease of 9.97%, with a total market capitalization of 8.401 billion yuan and a total trading volume of 311 million yuan [1]. Group 1: Company-Specific Factors - The decline in Huangma Technology's stock price is attributed to several internal negative factors, including executive share reductions, cancellation of employee stock ownership plans, declining product prices, weak growth in traditional business, and risks associated with governance structure adjustments [2]. - Multiple board members and major shareholders reducing their stakes have raised market concerns about the company's future [2]. - The cancellation of the third phase of the employee stock ownership plan may negatively impact employee motivation [2]. - The decrease in product prices is expected to have a certain impact on the company's profitability [2]. Group 2: Market Environment and Concept Themes - Despite Huangma Technology's recent addition to the organic silicon concept on November 7, 2025, the overall market conditions are complex, and the organic silicon sector may not have performed well, leading to insufficient support for the stock price [2]. - If other stocks within the organic silicon concept also experienced declines, it could create a sector-wide effect, further driving down Huangma Technology's stock price [2]. Group 3: Capital Flow and Technical Analysis - The reduction in stakes by executives may lead to capital outflows from the market, negatively affecting the stock price [2]. - Technical indicators such as MACD crossovers and BOLL channel breakdowns may trigger sell-offs by technical investors, exacerbating the stock's decline to the limit down [2].

2025年第二次临时股东会 会 议 资 料 浙江皇马科技股份有限公司 二〇二五年十一月 $$\exists\quad\quad\exists{\overline{{\mathcal{K}}}}$$ | 案………….…...6 | | | --- | --- | | ……… 7 | | | 授权委托书 | 9 | 三、与会股东请按时进入会场，听从工作人员安排入座，请将移动电话调至 振动档或静音，并保持会场安静和整洁。大会正式开始后，未经公司董事会同意， 除公司工作人员外的任何人不得以任何方式进行摄像、录音和拍照。 四、大会正式开始后，迟到股东人数、股权额不计入现场表决数，建议其通 过网络投票方式投票。特殊情况，应经董事会同意并向董秘办处申报。 五、股东参加股东会依法享有发言权、质询权、表决权等权利。 2025 年第二次临时股东会会议资料 浙江皇马科技股份有限公司 2025 年第二次临时股东会会议须知 为了维护全体股东的合法权益，确保本次股东会公开、公正、合法有效，保 证会议顺利进行，根据《上市公司股东会规则》等相关法律法规和规定，特制订 本须知。 一、董事会以维护股东的合法权益、确保大会正常秩序和议事效率为原则 ...

Group 1 - The company has the capability to produce fluorinated polyether products, specifically within its high-performance polyether series under the fluorosilicone modified new materials category [2] - The company currently has over 1,800 products across 18 major segments, indicating a diverse product portfolio [2] - The company and its subsidiaries hold relevant patents that can be accessed on professional websites, suggesting a strong intellectual property position [2]

上海市广发律师事务所 关于浙江皇马科技股份有限公司 第三期员工持股计划（草案）的 法律意见 关于浙江皇马科技股份有限公司 电话：021-58358013 | 传真：021-58358012 网址：http://www.gffirm.com | 电子信箱：gf@gffirm.com 办公地址：上海市浦东新区南泉北路 429 号泰康保险大厦 26 楼 | 邮政编码：200120 第三期员工持股计划（草案）的法律意见 致：浙江皇马科技股份有限公司 上海市广发律师事务所（以下简称"本所"）接受浙江皇马科技股份有限公 司（以下简称"皇马科技"或"公司"）的委托，作为其实施第三期员工持股计 划（以下简称"本次员工持股计划"）的专项法律顾问，就本次员工持股计划相 关事宜，根据中国证券监督管理委员会（以下简称"中国证监会"）颁布的《关 于上市公司实施员工持股计划试点的指导意见》（以下简称"《试点指导意见》"）、 《上海证券交易所上市公司自律监管指引第 1 号——规范运作（2025 年 5 月修 订）》（以下简称"《自律监管指引》"）等法律、法规、规范性文件以及《浙江皇 马科技股份有限公司章程》（以下简称"《公司章程》"）、《 ...

Group 1 - The core point of the news is that Huangma Technology's stock price has dropped by 5.03%, currently trading at 16.24 CNY per share, with a total market capitalization of 9.56 billion CNY [1] - Huangma Technology, established on May 30, 2003, is located in Shaoxing, Zhejiang Province, and specializes in the research, production, and sales of specialty surfactants, with 99.97% of its revenue coming from this segment [1] - The trading volume for Huangma Technology reached 230 million CNY, with a turnover rate of 2.36% [1] Group 2 - Dachen Fund has a significant holding in Huangma Technology, with its Dachen Preferred Mixed Fund (LOF) A (160916) reducing its stake by 685,400 shares in the third quarter, now holding 3.13 million shares, which constitutes 4.93% of the fund's net value [2] - The Dachen Preferred Mixed Fund (LOF) A has a total scale of 1.081 billion CNY and has achieved a year-to-date return of 15.39%, ranking 5139 out of 8147 in its category [2] - The fund manager, Dai Jun, has been in position for 10 years and 179 days, with the best fund return during his tenure being 99.13% [2]

Core Viewpoint - The report from Guohai Securities highlights that Huangma Technology is focusing on steady progress in operations, with an employee stock ownership plan aimed at long-term growth and binding core personnel to the company's future development [1] Employee Stock Ownership Plan - The employee stock ownership plan targets directors and core employees of the company and its subsidiaries, with an initial total of no more than 48 participants [1] - The selected employees are crucial for the future development of the company's core business and play a significant role in achieving operational plans and long-term strategic goals [1] - The purchase price set in the plan is designed to stabilize the existing talent team and attract external talent, enhancing the core team's sense of mission and responsibility towards the company's long-term development [1] Company Overview - Huangma Technology is currently one of the largest domestic producers of specialty surfactants, with a comprehensive range of products and high technological content [1] - The company is actively advancing the construction of its third factory, indicating a positive outlook on its growth potential [1] - The report maintains a "buy" rating for the company, reflecting confidence in its performance targets [1]

Group 1: Baidu Group (9888.HK) - Baidu Group is leveraging its strong internet foundation to build a competitive barrier through a full-stack AI approach, leading the domestic market share in AI cloud services [3][4] - The online marketing business is transitioning from a CPC model to a CPS model, with AI search expected to enhance profitability in the long term, projecting revenues of 623.91, 592.72, and 598.64 billion yuan for 2025, 2026, and 2027 respectively [4][5] - The AI cloud business is positioned as a new profit center, with a leading market share and expected revenues of 273.25, 327.90, and 386.92 billion yuan for 2025, 2026, and 2027 respectively [5][6] - The Robotaxi business is anticipated to grow significantly, with expected revenues of 138.32, 159.07, and 174.97 billion yuan for 2025, 2026, and 2027 respectively [7][8] - Overall revenue projections for Baidu Group are 1309.73, 1356.68, and 1443.07 billion yuan for 2025, 2026, and 2027, with corresponding non-HKFRS net profits of 166.00, 198.64, and 235.48 billion yuan [8] Group 2: Seres (601127) - Seres has successfully listed H shares, with a total of 108,619,000 shares issued, accelerating its globalization strategy [10][11] - In Q3 2025, Seres achieved revenue of 481.33 billion yuan, a year-on-year increase of 15.75% and a quarter-on-quarter increase of 11.28% [11][12] - The company’s gross margin improved to 29.95% in Q3 2025, with a focus on high-end vehicle sales and new product launches [11][12] - The IPO proceeds will primarily fund R&D, marketing, and operational expenses, enhancing Seres' competitive edge [13] Group 3: Duolingo (DUOL) - Duolingo reported Q3 2025 revenue of $270 million, a year-on-year increase of 41%, but has lowered its Q4 guidance due to potential user growth slowdown [14][15] - Monthly active users reached 135 million, with a year-on-year growth of 20%, indicating a trend of slowing user growth [15][16] - The strategic focus has shifted towards long-term user growth, which may impact short-term revenue and profit [16][17] - Revenue projections for Duolingo are $1.031 billion, $1.265 billion, and $1.509 billion for 2025, 2026, and 2027 respectively [18] Group 4: Hua Hong Semiconductor (01347) - Hua Hong Semiconductor reported Q3 2025 revenue of $635 million, a year-on-year increase of 20.7%, driven by ASP optimization and increased wafer shipments [19][20] - The company’s gross margin improved to 13.5%, exceeding market expectations, with a focus on high-margin technology platforms [20][21] - Revenue projections for Hua Hong Semiconductor are $2.400 billion, $3.029 billion, and $3.348 billion for 2025, 2026, and 2027 respectively [22] Group 5: Royal Technology (603181) - Royal Technology launched an employee stock ownership plan to enhance employee engagement and align interests with long-term company goals [24][25] - The company reported Q3 2025 revenue of 626 million yuan, with a year-on-year increase of 0.12 million yuan, indicating stable operations [28][29] - Revenue projections for Royal Technology are 2.502 billion, 3.048 billion, and 3.556 billion yuan for 2025, 2026, and 2027 respectively [31] Group 6: New Asia Strong (603155) - New Asia Strong reported a revenue decline of 19.05% year-on-year for the first three quarters of 2025, with a focus on electronic-grade chemicals to drive growth [32][33] - The company’s gross margin improved in Q3 2025, but overall performance remains under pressure due to declining product prices [33][34] - The company is expanding its electronic-grade chemical product offerings, which are expected to contribute positively to future growth [36] Group 7: Meihua Medical (301363) - Meihua Medical achieved Q3 2025 revenue of 462 million yuan, marking a 3% year-on-year increase, with a focus on stable growth in core business areas [38][39] - The company is expanding into new markets, including weight loss injection pens and brain-machine interfaces, leveraging its existing manufacturing capabilities [40][41] - Revenue projections for Meihua Medical are 1.7 billion, 2.1 billion, and 2.5 billion yuan for 2025, 2026, and 2027 respectively [41] Group 8: Automotive Industry - The automotive industry saw a 15.8% year-on-year increase in wholesale sales in Q3 2025, with significant growth in passenger and commercial vehicle segments [42][43] - The overall automotive industry revenue reached 10,585.5 billion yuan, with a net profit of 404.1 billion yuan, indicating robust performance [42][43] - The passenger vehicle segment experienced profit declines, highlighting a trend of increasing competition and performance differentiation among manufacturers [43][44]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company is focusing on steady progress in operations while implementing an employee stock ownership plan to enhance long-term development confidence [3][7] - The employee stock ownership plan involves 48 core employees, with a total of 4.449 million shares, accounting for 68.45% of the plan, purchased at a price of 8.36 yuan per share [5][6] - The performance targets set in the employee stock ownership plan are reasonable, requiring a minimum of 10% growth in sales volume or net profit for 2026 compared to 2025 [8][10] Financial Performance - In Q3 2025, the company achieved revenue of 626 million yuan, a year-on-year increase of 0.12 billion yuan, and a quarter-on-quarter increase of 0.35 billion yuan [10] - The net profit attributable to the parent company for Q3 2025 was 119 million yuan, with a year-on-year increase of 24 million yuan and a quarter-on-quarter increase of 2 million yuan [10] - The company’s special functional and polymer material surfactant sales volume reached 51,800 tons in Q3 2025, reflecting a quarter-on-quarter increase of 10.36% [10] Market Position and Growth Potential - The company is recognized as a leading enterprise in the domestic special surfactant industry, with a comprehensive product range and high technological content [12] - The third factory's capacity construction is progressing smoothly, with an expected production capacity of 168,500 tons by the end of 2025 [12] - Revenue forecasts for 2025-2027 are projected at 2.502 billion, 3.048 billion, and 3.556 billion yuan, respectively, with net profits of 467 million, 573 million, and 670 million yuan [12][14]