北京市金杜律师事务所上海分所 关于华达汽车科技股份有限公司 2025 年第一次临时股东大会 之法律意见书 致：华达汽车科技股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受华达汽车科技股份 有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称 《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督 管理委员会（以下简称中国证监会）《上市公司股东会规则》（以下简称《股东 会规则》）等中华人民共和国境内（以下简称中国境内，为本法律意见书之目的， 不包括中国香港特别行政区、中国澳门特别行政区和中国台湾省）现行有效的 法律、行政法规、部门规章、规范性文件和《华达汽车科技股份有限公司章程》 （以下简称《公司章程》）的有关规定，指派律师出席了公司于 2025 年 6 月 23 日召开的 2025 年第一次临时股东大会（以下简称本次股东大会），并就本次股 东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1. 公司 2024 年年度股东大会审议通过的《公司章程》； 2. 公司 2025 年 6 月 7 日刊登于巨潮资讯网 ...

2024年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利0.35元 相关日期 | | | | | 日 | | --- | --- | --- | --- | --- | | 股份类别 Ａ股 | 股权登记日 2025/6/27 | 最后交易日 － | 除权（息）日 2025/6/30 | 现金红利发放 2025/6/30 | 证券代码：603358 证券简称：华达科技 公告编号：2025-039 华达汽车科技股份有限公司 2. 分派对象： 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 公司上海分公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 分配方案： 本次利润分配以实施权益分派股权登记日登记的公司总股本469,743,076股 为基数，每股派发现金红利0.35元（含税），共计派发现金红利164,410,076.60 元。 三、 相关日期 | | | | | 日 | | --- | --- | --- | --- ...

Investment Rating - The report assigns an "Accumulate" rating for the company for the first time [2]. Core Viewpoints - Huada Technology has successfully integrated traditional auto parts manufacturing with new energy components, establishing a dual-driven growth model through the acquisition of Jiangsu Hengyi and the establishment of Huachi New Energy [4][10]. - The company is positioned as a leading manufacturer of automotive stamping parts, with a robust customer matrix that includes both traditional and new energy vehicle manufacturers, enhancing its market share [4][10]. - The report forecasts significant revenue growth driven by the production of die-casting parts and high demand for new energy vehicle components, projecting revenues of 6.861 billion, 8.306 billion, and 9.822 billion yuan for 2025, 2026, and 2027 respectively, with corresponding net profits of 473 million, 616 million, and 774 million yuan [2][4]. Summary by Sections Overall Understanding - The company has transitioned from a traditional auto parts manufacturer to a dual business model that includes both traditional and new energy components, following the acquisition of Jiangsu Hengyi [10][12]. Main Business - Huada Technology's main business includes passenger car stamping parts and new energy vehicle die-casting parts, with a diverse customer base that includes major traditional and new energy vehicle manufacturers [12][10]. Financial Indicators - The company's revenue reached 5.369 billion yuan in 2023, with a projected decline to 5.106 billion yuan in 2024, followed by a significant recovery in subsequent years [2][18]. - The new energy business has shown remarkable growth, with revenues increasing from 1.016 billion yuan in 2022 to 1.771 billion yuan in 2024, indicating a rising proportion of the main business [23][24]. Other Business - The company is actively exploring the low-altitude economy sector, with plans to supply key structural components for eVTOL aircraft, indicating a strategic move into emerging markets [78][84]. Profit Forecast and Valuation - The report anticipates a compound annual growth rate (CAGR) of 32% for Jiangsu Hengyi's revenue from 2022 to 2024, with net profits projected to reach 1.13 billion yuan in 2024 [4][71]. Strategic Layout - The company has established production bases across six major automotive industry clusters in China to enhance responsiveness and reduce transportation costs, thereby improving competitiveness [51][49].

华达汽车科技股份有限公司 2025 年第一次临时股东大会会议资料 华达汽车科技股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 6 月 23 日 华达汽车科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年第一次临时股东大会会议须知 1 华达汽车科技股份有限公司 2025 年第一次临时股东大会会议资料 目 录 2025 年第一次临时股东大会会议须知………………………………3 2025 年第一次临时股东大会会议议程………………………………5 2025 年第一次临时股东大会议案 议案一、关于变更注册资本及修改《公司章程》的议案…………7 2 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 会议的顺利进行，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》以及《华达汽车科技股份有限公司章程》《华达汽车科技股 份有限公司股东大会议事规则》等相关规定，特制定本次股东大会会议须知： 一、为保证股东大会的严肃性和正常秩序，除出席会议的股东及股东代理人、 公司董事、监事、高管人员、聘任律师及董事会邀请的人员外，公司有权依法拒 绝其他人员进入会 ...

Group 1 - The company plans to use part of its idle raised funds for cash management to improve the efficiency of fund utilization and increase investment returns for shareholders [3][11][12] - The cash management will involve low-risk financial products such as government bonds, central bank bills, and structured deposits, with a total limit of 50.5 million RMB [2][9] - The board of directors and the supervisory board have approved the cash management proposal, which does not require shareholder meeting approval [2][15][18] Group 2 - The company raised a total of approximately 296.99 million RMB through the issuance of 10,206,185 shares at a price of 29.10 RMB per share, with a net amount of approximately 285.49 million RMB after deducting fees [5][41] - The raised funds will be used for acquiring a 44% stake in Jiangsu Hengyi and covering related intermediary fees [7][41] - The company has established a special account for the raised funds and signed a tripartite supervision agreement with the bank and the financial advisor [41] Group 3 - The company has scheduled its first extraordinary general meeting of 2025 for June 23, 2025, to discuss various proposals including changes to registered capital and amendments to the articles of association [24][20] - The meeting will be conducted both in-person and via an online voting system, allowing shareholders to participate remotely [25][24] - The company has appointed a new vice chairman and a securities affairs representative, enhancing its governance structure [47][49]

General Information - Huada Automotive Technology Co., Ltd. was established as a limited liability company in accordance with the Company Law of the People's Republic of China [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 40 million shares, which were listed on the Shanghai Stock Exchange on January 25, 2017 [1][2] - The registered capital of the company is RMB 469,743,076 [1] Business Objectives and Scope - The company's business objectives include high quality, efficiency, integrity, innovation, and the pursuit of excellence [3] - The business scope encompasses research and development of automotive and automotive system technologies, production and processing of automotive parts and assemblies, and import and export of goods and technologies [3] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][5] - The total number of shares issued by the company is 469,743,076 [4] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [9][10] - Shareholders are required to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [16] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [19] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [79][80] - The company ensures that voting is conducted fairly, and provisions are in place for online voting to facilitate shareholder participation [29]

Group 1 - The company has approved a change in registered capital and amendments to its Articles of Association during the 27th meeting of the fourth board of directors held on June 6, 2025, which will be submitted for review at the first extraordinary general meeting of shareholders in 2025 [1][2] - The registered capital of the company has increased from RMB 459,536,891 to RMB 469,743,076, with a total share capital increase from 459,536,891 shares to 469,743,076 shares due to the issuance of new shares for asset acquisition and fundraising [1][2] - The specific details of the share issuance and capital increase were disclosed in a previous announcement on May 28, 2025 [1] Group 2 - The amendments to the Articles of Association include changes to the clauses regarding registered capital and total number of shares, while other clauses remain unchanged [2] - The board of directors has requested the general meeting of shareholders to authorize the management to handle the necessary procedures for the registration and filing of the amended Articles of Association [2] - The revised Articles of Association will also be disclosed on the Shanghai Stock Exchange website [2]

Group 1 - The company held its 27th meeting of the fourth board of directors on June 6, 2025, where it approved the election of a vice chairman and the appointment of a securities affairs representative [1] - Chen Jiazhu was elected as the vice chairman of the company, with a term lasting until the end of the current board's tenure [1] - Bu Junai was appointed as the securities affairs representative, also serving until the end of the current board's tenure [1] Group 2 - Bu Junai holds a qualification certificate from the Shanghai Stock Exchange for the position of board secretary and possesses the necessary professional knowledge and experience in securities affairs [2] - Contact information for the securities affairs representative includes a phone number, fax number, email address, and physical address in Jiangsu Province [2] - Biographical details of Chen Jiazhu and Bu Junai highlight their professional backgrounds and qualifications relevant to their new roles [2]

Core Viewpoint - The company has approved the use of raised funds to replace pre-invested self-raised funds for project investments and paid issuance expenses, ensuring compliance with regulatory requirements [1][7][8] Fundraising Overview - The company issued 10,206,185 shares at a price of RMB 29.10 per share, raising a total of RMB 296,999,983.50, with a net amount after expenses [1] - A special verification report was issued by Zhongxinghua Accounting Firm, and independent financial advisor Zhongtai Securities provided a non-objection opinion on the matter [1][8] Fund Management and Usage - The company has established a dedicated account storage system for managing raised funds, with a tripartite supervision agreement signed with Industrial and Commercial Bank of China and Zhongtai Securities [2] - The total amount allocated for cash consideration and intermediary fees is RMB 29,700,000, which accounts for 100% of the raised funds [4] Pre-Investment of Self-Raised Funds - As of May 30, 2025, the actual investment amount from self-raised funds is RMB 108,116,982.40, which includes RMB 99,913,208.80 for cash consideration and RMB 8,203,773.60 for intermediary fees [6] - The company plans to use the raised funds to replace the pre-invested self-raised funds totaling RMB 108,116,982.40 [6] Approval Process and Opinions - The board of directors and the supervisory board approved the proposal on June 6, 2025, without the need for shareholder meeting approval [6][7] - The supervisory board confirmed that the process followed necessary approval procedures and complied with relevant regulations [7] - The independent financial advisor affirmed that the proposed use of raised funds aligns with legal requirements and does not harm the interests of the company and its shareholders [8]

Meeting Details - The first extraordinary general meeting of shareholders for 2025 will be held on June 23, 2025, at 15:00 [1] - The meeting will take place at the office building of Huada Technology, located at 68 Jiangping Road East, Jingjiang City, Jiangsu Province [1] - Shareholders can participate through both on-site voting and online voting via the Shanghai Stock Exchange's voting system [2][3] Voting Procedures - Online voting will be available from 9:15 to 15:00 on the day of the meeting, with specific trading hours for the voting platform [1][2] - Shareholders holding multiple accounts can vote through any of their accounts, and the total voting rights will be the sum of all shares held [3][4] - The first voting result will be considered valid if the same voting right is exercised multiple times [4] Attendance and Registration - Shareholders registered by the close of trading on June 17, 2025, are eligible to attend the meeting [4] - Registration for attendance will occur on June 21, 2025, with specific time slots for morning and afternoon [5] - Proxy representatives must present valid identification and authorization documents to attend the meeting [5][6] Additional Information - The meeting is expected to last half a day, and attendees will bear their own travel and accommodation costs [6] - Contact information for the company’s securities department is provided for any inquiries [5][6]