上海市锦天城律师事务所 关于泰瑞机器股份有限公司 2025 年第二次临时股东会的 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于泰瑞机器股份有限公司 2025 年第二次临时股东会的 法律意见书 法律意见书 致：泰瑞机器股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受泰瑞机器股份有限公司 （以下简称"公司"）委托，就公司召开 2025 年第二次临时股东会（以下简称 "本次股东会"）的有关事宜，根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司股东会规则》等法律、法规、规章和其他规范性文件以 及《泰瑞机器股份有限公司章程》（以下简称"《公司章程》"）的有关规定， 出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项 进行了必要的核查和验 ...

Group 1 - On November 14, Tai Rui Machinery executed a block trade of 900,000 shares, with a total transaction value of 9.468 million yuan, accounting for 5.58% of the total trading volume for the day [1] - The transaction price was 10.52 yuan, which represents a discount of 1.5% compared to the market closing price of 10.68 yuan [1][2] - The buying party was an institutional special account, indicating a strategic investment approach [2]

Group 1 - The core viewpoint of the news is that Tai Rui Machinery has seen a stock price increase of 5.38%, reaching 10.97 CNY per share, with a total market capitalization of 3.218 billion CNY [1] - Tai Rui Machinery, established on August 8, 2006, and listed on October 31, 2017, specializes in the manufacturing of plastic injection molding equipment and provides solutions for downstream applications [1] - The main revenue composition of Tai Rui Machinery includes injection molding machines at 94.65%, parts and services at 4.36%, and other supplementary services at 0.99% [1] Group 2 - Among the top ten circulating shareholders of Tai Rui Machinery, one fund from GF Fund Management, the GF ChiNext Index Enhanced A (025195), has entered the list, holding 930,700 shares, which is 0.32% of the circulating shares [2] - The estimated floating profit for GF ChiNext Index Enhanced A today is approximately 521,200 CNY [2] Group 3 - The fund manager of GF ChiNext Index Enhanced A is Sun Di, who has been in the position for 7 years and 338 days, with the fund's total asset size at 3.438 billion CNY [4] - During Sun Di's tenure, the best fund return was 234.15%, while the worst return was -46.52% [4]

Core Points - The company, Tai Rui Machinery, announced on November 13 that it received a notification from its actual controller, Zheng Jianguo, regarding the release of a pledge on 12,000,000 shares to Galaxy Securities Co., Ltd [2] Summary by Category - **Company Announcement** - Tai Rui Machinery has completed the procedure for the release of the pledge on 12,000,000 shares [2]

Group 1 - The company, Tai Rui Machinery, announced the release of 12 million shares previously pledged to Galaxy Securities by its actual controller, Zheng Jianguo [1] - After the release of the pledge, Zheng Jianguo and his concerted parties have a total of 16.3 million shares pledged, accounting for 10.99% of their total holdings and 5.56% of the company's total share capital [1] - For the year 2024, the revenue composition of Tai Rui Machinery is 99.65% from specialized equipment manufacturing and 0.35% from other businesses [1] Group 2 - As of the report date, the market capitalization of Tai Rui Machinery is 3.1 billion yuan [1]

| 证券代码：603289 | 证券简称：泰瑞机器 | 公告编号：2025-065 | | --- | --- | --- | | 债券代码：113686 | 债券简称：泰瑞转债 | | 泰瑞机器股份有限公司 关于实际控制人部分股份解除质押的公告 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。 | 股东名称 | 郑建国 | | | | --- | --- | --- | --- | | 本次解质股份 | 12,000,000 | 股 | | | 占其所持股份比例 | 39.03% | | | | 占公司总股本比例 | 4.09% | | | | 解质时间 | 年 2025 11 | 月 | 日 12 | | 持股数量 | 30,745,400 | 股 | | | 持股比例 | 10.48% | | | | 剩余被质押股份数量 | 股 0 | | | | 剩余被质押股份数量占其所持股份比例 | 0% | | --- | --- | | 剩余被质押股份数量占公司总股本比例 | 0% | 注：1、郑建国本次解除质押的股份暂无后续质押 ...

Core Viewpoint - The announcement indicates that the actual controller of the company, Zheng Jianguo, will release the pledge of 12 million shares to Galaxy Securities, which represents 39.03% of his held shares and 4.09% of the company's total share capital [1] Summary by Relevant Sections - **Share Pledge Release** - Zheng Jianguo will release the pledge of 12 million shares, which is 39.03% of his holdings and 4.09% of the total share capital of the company [1] - **Post-Release Shareholding** - After the release, Zheng Jianguo will have 0 shares pledged, and he along with his concerted parties hold a total of 148 million shares, accounting for 50.56% of the total share capital [1] - **Current Pledged Shares** - The total number of pledged shares by Zheng Jianguo and his concerted parties is 16.3 million, which is 10.99% of their total holdings and 5.56% of the company's total share capital [1] - **Future Pledge Plans** - There are no subsequent pledge plans for the released shares by Zheng Jianguo [1]

Group 1 - The actual controller Zheng Jianguo and his concerted actors plan to reduce their shareholding in the company, which will touch the 1% threshold [2][3] - Zheng Jianguo intends to reduce his shares by a maximum of 2,933,693 shares through centralized bidding and up to 5,711,057 shares through block trading, totaling no more than 2.95% of the company's total share capital [2] - As of the announcement date, the reduction plan has not been fully implemented, and Zheng Jianguo will comply with relevant regulations regarding shareholding reduction [5] Group 2 - The reduction of shares will not trigger a mandatory takeover and will not lead to changes in the company's controlling shareholder or actual controller [3][4] - The share reduction is consistent with previously disclosed plans and commitments by the shareholder [4] - The company has received a notice from Zheng Jianguo regarding the progress of the share reduction, indicating that it has reached the 1% threshold [2]

Group 1 - The stock of Tai Rui Machinery closed at 10.73 yuan on November 11, with a slight decline of 0.09% [1] - A block trade occurred involving 900,000 shares, totaling a transaction amount of 9.513 million yuan, with a price of 10.57 yuan per share and a premium rate of -1.49% [1] - Over the past three months, the stock has seen a total block trade amounting to 9.513 million yuan, while in the last five trading days, it has increased by 0.28% with a net outflow of 3.9395 million yuan from main funds [1]

Group 1 - The core point of the article is that Tai Rui Machinery (603289.SH) announced a share reduction by major shareholder Zheng Jianguo, who has reduced his holdings from 34.579 million shares to 30.7454 million shares, a decrease of 3.8336 million shares, which touches the 1% threshold for shareholder equity change [1] Group 2 - Zheng Jianguo executed the share reduction through centralized bidding and block trading methods [1] - The announcement was made on November 11, 2025, indicating the date of the share reduction notification [1] - The reduction in shareholding reflects a significant change in the ownership structure of the company [1]