国浩律师(宁波) 事务所 关于 浙江镇洋发展股份有限公司 2025 年第二次临时股东会 法律意见书 國浩律師事務所 GRANDALL LAW FIRM 宁波市鄞州区定宁街 380 号宁波报业传媒大厦 A 座北楼 7 层(7-1) 邮编: 315040 F7-1, Press Media North Building, A, No.380 Dingning Street, Yinzhou District, Ninbo, China 315040 电话/Tel: +86 574 8736 0126 传真/Fax: +86 574 8726 6222 网址/Website: http://www.grandall.com.cn 2025年9月 国浩律师(宁波) 事务所 关于浙江镇洋发展股份有限公司 2025 年第二次临时股东会法律意见书 致:浙江镇洋发展股份有限公司 在审查有关文件的过程中,公司向本所律师保证并承诺,其向本所提供的文 件和所作的说明是真实的,有关副本材料或复印件与原件一致。 公司向本所律师保证并承诺,公司已将全部事实向本所披露,无任何隐瞒、 遗漏、虚假或误导之处。 本法律意见书仅用于为公司 202 ...

Group 1 - The core viewpoint of the news is that Zhenyang Development has shown significant stock price fluctuations and financial performance, with a notable increase in stock price this year but a recent decline in the short term [1][2] - As of September 9, Zhenyang Development's stock price increased by 64.12% year-to-date, but it has decreased by 9.35% in the last five trading days [1] - The company has a market capitalization of 6.125 billion yuan and reported a net inflow of 378,400 yuan from main funds on September 9 [1] Group 2 - Zhenyang Development operates in the basic chemical industry, specifically in the chlor-alkali sector, with its main business revenue composition being 53.07% from chlor-alkali products and 36.97% from PVC products [1][2] - For the first half of 2025, Zhenyang Development achieved operating revenue of 1.336 billion yuan, representing a year-on-year growth of 16.88%, while the net profit attributable to shareholders decreased by 52.63% to 50.626 million yuan [2] - The company has distributed a total of 676 million yuan in dividends since its A-share listing, with 426 million yuan distributed in the last three years [3]

Core Insights - The Hong Kong Stock Exchange (HKEX) has seen a significant increase in new stock financing, with a total of HKD 134.5 billion raised in the first eight months of the year, marking a nearly sixfold year-on-year growth [1] - A+H listing mode has accounted for 70% of the total fundraising in the first half of the year, indicating strong connectivity between the mainland and Hong Kong markets [1] - There are currently over 51 A-share companies in the queue to list in Hong Kong, reflecting a growing trend of A-share companies seeking dual listings [2] Group 1: A+H Listing Trends - 11 A-share companies have successfully completed A+H listings this year, raising over HKD 90 billion, which constitutes about 70% of the total IPO fundraising in Hong Kong [2] - The top five IPOs in Hong Kong this year are all A+H companies, with four of them raising over HKD 10 billion each [2] - Notable companies preparing for Hong Kong listings include SANY Heavy Industry, Sungrow Power Supply, and others, indicating a robust pipeline of A-share companies looking to enter the Hong Kong market [2] Group 2: Innovative Listing Methods - New listing methods such as share swap mergers and privatization are emerging, providing companies with alternative financing channels and optimizing resource allocation [3] - Zhejiang Hu-Hang-Yong plans to achieve A+H listing through a share swap merger with Zhenyang Development, while New Hope Group intends to privatize New Hope Energy and list in Hong Kong through an introduction [3] - These innovative approaches are expected to enhance companies' capital strength and risk resilience [3] Group 3: Structural Improvements in the Hong Kong Market - The enthusiasm for A+H dual financing platforms is driven by multiple factors, including support from the mainland for quality companies to list in Hong Kong and ongoing optimization of the listing process by HKEX [4] - The trend reflects a growing number of high-quality companies in the A-share market aiming for global expansion and enhanced international competitiveness [4] Group 4: Market Dynamics and Pricing - The influx of quality companies into the Hong Kong market is expected to improve the structural imbalance in the market and attract more capital [5] - As of September 5, 161 A+H stocks were listed, with only 5 showing higher H-share prices than A-shares, indicating a significant price disparity [5] - The premium for A-shares over H-shares has decreased, with some companies experiencing substantial discounts, reflecting a shift in market sentiment and the impact of a low-interest-rate environment in the mainland [5][6]

Group 1 - The Hong Kong Stock Exchange (HKEX) has seen a significant increase in new stock financing, reaching HKD 134.5 billion in the first eight months of the year, a nearly sixfold year-on-year growth, with A+H listings accounting for 70% of the total fundraising in the first half of the year [1][2] - A total of 11 A-share companies have completed A+H listings this year, raising over HKD 90 billion, which represents about 70% of the total IPO fundraising in the Hong Kong market [2] - More than 51 A-share companies are currently in the process of preparing for their listings in Hong Kong, including notable firms like SANY Heavy Industry and Sungrow Power Supply [2][3] Group 2 - Innovative listing methods are emerging in the current A+H expansion wave, such as share swap mergers and privatization, which provide companies with new financing channels and resource optimization opportunities [3] - Zhejiang Hu-Hang-Yong plans to achieve A+H listing through a share swap merger with Zhenyang Development, while New Hope Group intends to privatize New Hope Energy through its wholly-owned subsidiary and list on the Hong Kong Stock Exchange [3] Group 3 - The enthusiasm for A+H listings is driven by multiple factors, including support from mainland authorities for quality companies to list in Hong Kong and the ongoing optimization of the approval process by HKEX [4] - The trend of A+H listings is expected to improve the industry structure of the Hong Kong market, attracting more capital and updating the composition of A+H listed companies [5] Group 4 - As of September 5, 2023, among 161 A+H stocks, only 5 have H-share prices exceeding A-share prices, with CATL showing the largest discount at 17.43% [5][6] - The premium of A-shares over H-shares has significantly decreased, reflecting a shift in market sentiment and a revaluation of H-shares due to the low interest rate environment in mainland China [6]

Group 1 - The company is holding a shareholders' meeting to ensure the rights of shareholders are protected and to maintain order during the meeting [1][2] - Only registered shareholders, their representatives, and specific personnel are allowed to attend the meeting, with entry based on a first-come, first-served basis [1][2] - The meeting will be conducted both in-person and online, with a specific agenda outlined for the proceedings [3][4] Group 2 - The company proposes to purchase Directors, Supervisors, and Senior Management Liability Insurance (D&O Insurance) to enhance risk management and protect the interests of the company and its investors [4][5] - The insurance will have a coverage limit of up to RMB 50 million per year and an annual premium not exceeding RMB 200,000 [4][5] - The board of directors will seek authorization from the shareholders to manage the purchase and renewal of the insurance policy [4][5][6]

浙江镇洋发展股份有限公司 股票代码：603213 浙江镇洋发展股份有限公司 2025 年第二次临时股东会 会议材料 二零二五年九月十五日 1 / 7 | 一、2025 | 年第二次临时股东会会议须知 3 | | --- | --- | | 二、2025 | 年第二次临时股东会会议议程 4 | | 三、2025 | 年第二次临时股东会会议议案 6 | 浙江镇洋发展股份有限公司 股票代码：603213 2025 年第二次临时股东会会议须知 为维护广大投资者的合法权益，保障股东在本次股东会期间依法行使权利， 根据《公司法》、中国证监会《上市公司股东会规则》和公司《股东会议事规则》 等有关规定，特制定本会议须知： 一、公司负责本次股东会的议程安排和会务工作，出席会议人员应当听从公 司工作人员安排，共同维护好会议秩序。 二、为保证股东会的正常秩序，除出席会议的股东或者股东代理人、董事、 监事、董事会秘书、其他高级管理人员、鉴证律师、本次会议议程有关人员及会 务工作人员以外，公司有权拒绝其他人员进入会场。对于影响股东会秩序和损害 其他股东合法权益的行为，公司将按规定加以制止。现场参会股东将按"先签到 先入场"的原则入场， ...

Market Overview - On September 4, the chemical raw materials sector declined by 0.79% compared to the previous trading day, with Zhenyang Development leading the decline [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Notable gainers in the chemical raw materials sector included: - Xinghua Co., Ltd. (002109) with a closing price of 3.97, up 3.12% on a trading volume of 528,500 shares and a turnover of 212 million yuan [1] - Sanxiang New Materials (603663) closed at 28.01, up 3.02% with a trading volume of 302,300 shares and a turnover of 859 million yuan [1] - Shanshui Technology (301190) closed at 25.61, up 2.98% with a trading volume of 29,900 shares and a turnover of 75.97 million yuan [1] - Major decliners included: - Zhenyang Development (603213) closed at 13.61, down 8.23% with a trading volume of 205,700 shares and a turnover of 287 million yuan [2] - Zhenhua Co., Ltd. (603067) closed at 16.31, down 7.96% with a trading volume of 418,600 shares and a turnover of 703 million yuan [2] - Jinniu Chemical (600722) closed at 6.61, down 5.71% with a trading volume of 549,900 shares and a turnover of 36.9 million yuan [2] Capital Flow - The chemical raw materials sector experienced a net outflow of 538 million yuan from institutional investors, while retail investors saw a net inflow of 575 million yuan [2][3] - Notable capital flows included: - Sanxiang New Materials (603663) had a net inflow of 75.51 million yuan from institutional investors, while retail investors experienced a net outflow of 39.33 million yuan [3] - Baofeng Energy (600989) saw a net inflow of 14.11 million yuan from institutional investors, with retail investors experiencing a net outflow of 32.67 million yuan [3] - Xinghua Co., Ltd. (002109) had a net inflow of 9.27 million yuan from institutional investors, while retail investors saw a net outflow of 3.22 million yuan [3]

Core Viewpoint - Zhejiang Huhangyong plans to absorb and merge with Zhejiang Zhenyang Development through a share exchange, aiming for a listing on the A-share market, which is seen as a strategic move to leverage current supportive policies for mergers and acquisitions in the A-share market [1][2] Group 1: Merger and Acquisition Details - The share exchange ratio is set at 1:1.0800, with Zhejiang Huhangyong's A-share price at RMB 13.50 per share and Zhenyang's exchange price at RMB 14.58 per share [1] - Zhejiang Huhangyong commits to a cash dividend of no less than RMB 0.41 per share annually for the next three years post-merger, contingent on meeting relevant conditions [1][6] Group 2: Market Position and Growth Potential - The company is positioned to become a leader in the A-share highway sector, benefiting from its asset scale, road network, and profitability, with potential inclusion in the CSI 300 Index [2] - Zhejiang Huhangyong's core assets are strategically located in the economically vibrant Yangtze River Delta, ensuring high traffic and stable demand for its toll roads [3] Group 3: Financial Performance and Valuation - As of 2025, the company is projected to achieve revenues of RMB 8.685 billion, a 3.8% increase year-on-year, and a net profit of RMB 2.787 billion, up 4.0% year-on-year [4] - The company has a significant valuation gap compared to its A-share peers, with a TTM price-to-earnings ratio of 7.16, compared to an average of 12.46 for similar companies [5][4] Group 4: Dividend Policy and Shareholder Returns - Since its listing in 1997, Zhejiang Huhangyong has distributed a total of RMB 28.460 billion in dividends, which is 7.78 times its IPO fundraising amount [6] - The merger is viewed as a deep practice of value reconstruction for state-owned enterprises, aiming to provide a low-risk, high-return investment opportunity [6]

Group 1 - Zhejiang Zhenyang Development Co., Ltd. disclosed a major asset restructuring plan on September 3, 2023, where Zhejiang Huhangyu Expressway Co., Ltd. intends to absorb and merge Zhenyang Development through a share exchange, with an exchange ratio of 1:1.08 [1] - Upon completion of the merger, Zhenyang Development will terminate its listing and Zhejiang Huhangyu will assume all assets, liabilities, and rights of Zhenyang Development, creating a dual listing structure of "Hong Kong stock + A-share" for Zhejiang Huhangyu [1] - Zhejiang Transportation Group, as the controlling shareholder of both parties, will hold a combined 66.74% stake in the surviving company, making it the controlling shareholder and actual controller [1] Group 2 - Before the transaction, Zhejiang Huhangyu's main businesses were in expressway and securities operations, while Zhenyang Development focused on the research, production, and sales of chlor-alkali related products [2] - The merger will diversify Zhejiang Huhangyu's business into the chemical industry, enhancing its overall strength through asset and management integration [2] - This strategic move is seen as a significant step for Zhejiang Huhangyu to expand its business footprint and improve risk resistance, while also facilitating state-owned enterprise reform and management optimization [2]

Core Viewpoint - Zhenyang Development (603213) experienced a decline of 3.01% in its stock price, with a trading volume of 5.73 billion yuan and a volatility of 22.24% on the day of reporting [2] Trading Activity - The stock was listed on the Shanghai Stock Exchange due to its daily volatility reaching 22.24%, with a total net sell of 42.949 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction of 114 million yuan, with a buying amount of 35.481 million yuan and a selling amount of 78.4307 million yuan, resulting in a net sell of 42.949 million yuan [2] - The largest buying brokerage was Guojin Securities Shenzhen Branch, with a purchase amount of 8.7355 million yuan, while the largest selling brokerage was Shenwan Hongyuan Securities Wenzhou Branch, with a selling amount of 19.6317 million yuan [2] Fund Flow - The stock saw a net outflow of 114 million yuan in principal funds, with a significant outflow of 65.9691 million yuan from large orders and 48.1699 million yuan from major orders [2] - Over the past five days, the net outflow of principal funds totaled 114 million yuan [2] Financial Performance - On August 27, the company released its semi-annual report, indicating a total revenue of 1.336 billion yuan for the first half of the year, representing a year-on-year growth of 16.88% [2] - The net profit for the same period was 50.6259 million yuan, reflecting a year-on-year decline of 52.63% [2]