北京市天元律师事务所上海分所 关于恒为科技（上海）股份有限公司 2025 年第一次临时股东大会的法律意见 京天股字（2025）第 551 号 1 本所及经办律师依据《证券法》、《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）》等规定及本法律意见出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行 了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发表的结论 性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责 任。 本所及经办律师同意将本法律意见作为本次股东大会公告的法定文件，随同其他 公告文件一并提交上海证券交易所（以下简称"上交所"）予以审核公告，并依法对 出具的法律意见承担责任。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对公司提供 的文件和有关事实进行了核查和验证，现出具法律意见如下： 致：恒为科技（上海）股份有限公司 恒为科技（上海）股份有限公司（以下简称"公司"）2025 年第一次临时股东 大会（以下简称"本次股东大会"）采取现场投票与网络投票相结合的方式，现场 会议于 2 ...

Market Performance - The computer equipment sector increased by 2.13% on September 5, with BoShijie leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Highlights - BoShijie (301608) saw a closing price of 102.05, with a significant increase of 20.00% and a trading volume of 40,200 shares, amounting to a transaction value of 384 million yuan [1] - Kalete (301391) closed at 55.25, up 10.72%, with a trading volume of 34,800 shares [1] - Entropy Technology (301330) closed at 33.15, up 8.02%, with a trading volume of 143,100 shares [1] - Other notable stocks include Huihan Co. (301600) at 120.95 (+5.55%), and Jin Yi Technology (002869) at 31.30 (+5.39%) [1] Fund Flow Analysis - The computer equipment sector experienced a net inflow of 437 million yuan from institutional investors, while retail investors saw a net outflow of approximately 99.7 million yuan [1] - Major stocks like Zhongke Shuguang (603019) had a net inflow of 1.53 billion yuan from institutional investors, while China Great Wall (000066) had a net inflow of 70.17 million yuan [2] - In contrast, stocks like BoShijie (301608) and Yutong Optical (300790) experienced net outflows from retail investors of 4.06 million yuan and 4.45 million yuan, respectively [2]

Summary of Key Points Core Viewpoint - The controlling shareholders of Hengwei Technology (603496.SH) have completed a share reduction plan, selling a total of 6,000,000 shares, which represents 1.8738% of the company's total share capital, due to personal funding needs [1][2]. Group 1: Share Reduction Details - The share reduction plan was first disclosed on July 31, 2025 [2]. - The reduction period was from August 22, 2025, to September 2, 2025 [2]. - The reduction was executed through two methods: 3,200,000 shares were sold via centralized bidding and 2,800,000 shares through block trading [2]. - The price range for the shares sold was between 27.39 yuan and 32.85 yuan per share [1][2]. - The total amount raised from the share reduction was 182,923,232.36 yuan [1][2]. - The share reduction plan has been fully completed, resulting in the current holding of 0 shares by the fund [2].

Shareholder Reductions - Yandong Micro's shareholder Yizhuang Guotou plans to reduce its stake by no more than 1% [1] - Delong Laser's shareholders Beijing Woyan and its concerted parties have cumulatively reduced their stake by 3% [1] - Zhonggang Luonai's shareholder Guoxin Shuangbai No. 1 intends to reduce its stake by no more than 1% [1] - Feilida's controlling shareholders completed a cumulative reduction of 2.39% [1] - Nanjing Chemical Fiber's mixed reform fund has reduced its stake by 1.4379% through block trading [1] - Xuelong Group's actual controller He Cailin has cumulatively reduced his stake by 1.12% [1] - Other companies such as Pulutong, Yuyin Technology, and others have also reported shareholder reductions ranging from 0.8766% to 3% [1] Company Operations - Dexin Technology does not directly produce solid-state batteries [1] - Kaidi Co.'s robotics-related business has not yet generated revenue [1]

Group 1 - The controlling shareholder, 添橙 MAD 恩慧 1 号 private equity fund, holds 6,000,000 shares of 恒为科技, accounting for 1.8738% of the total share capital [1] - The fund plans to reduce its holdings by up to 6,000,000 shares within three months from August 22, 2025, to November 21, 2025, through centralized bidding and block trading [1] - As of September 2, 2025, the fund has completed its reduction plan, selling a total of 6,000,000 shares [1][2] Group 2 - The reduction was executed at a price range of 27.39 to 32.85 yuan per share, resulting in a total amount of 182,923,232.36 yuan [1] - The reduction plan was consistent with the previously disclosed plan, and the actual reduction met the minimum reduction quantity [2]

Group 1 - Hengwei Technology (SH 603496) announced on September 2 that the Tiancheng Fund has completed its share reduction plan, selling 3.2 million shares through centralized bidding and 2.8 million shares through block trading [1] - For the fiscal year 2024, Hengwei Technology's revenue composition is as follows: Embedded and Integrated Computing Platforms account for 66.08%, Network Visualization Infrastructure accounts for 33.85%, Other businesses account for 0.23%, and Other business losses account for -0.17% [1] - As of the report date, Hengwei Technology has a market capitalization of 9.3 billion yuan [1]

格隆汇9月2日丨恒为科技(603496.SH)公布，截至2025年9月2日，添橙基金通过集中竞价交易方式减持 公司股份320万股，通过大宗交易方式减持公司股份280万股。截至本公告日，减持计划已实施完毕。 ...

| 股东名称 | 添橙 号私募证券投资基金 MAD 1 | 恩慧 | | | --- | --- | --- | --- | | | 控股股东、实控人及一致行动人√是 | | □否 | | 股东身份 | □否 直接持股 5%以上股东□是 | | | | | 董事、监事和高级管理人员□是 □否 | | | | | 其他： | | | 截至 2025 年 9 月 2 日，添橙基金通过集中竞价交易方式减持公司股份 3,200,000 股，通过大宗交易方式减持公司股份 2,800,000 股。截至本公告日，减 持计划已实施完毕。 证券代码：603496 证券简称：恒为科技 公告编号：2025-047 恒为科技（上海）股份有限公司 股东减持股份结果公告 本公司董事会、全体董事及相关股东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： 股东持股基本情况：控股股东、实际控制人沈振宇、胡德勇、王翔的一 致行动人添橙 MAD 恩慧 1 号私募证券投资基金（以下简称"添橙基金"）持有 恒为科技（上海）股份有限公司（以下简称"公司"）无限售流通股 6,00 ...

Group 1 - On September 1, Hengwei Technology executed a block trade of 328,900 shares, with a transaction value of 9.6395 million yuan, accounting for 1.97% of the total transaction volume for that day [1][2] - The transaction price was 29.31 yuan, which represents a 4% discount compared to the market closing price of 30.53 yuan [1][2]

Group 1 - The company will hold its first extraordinary general meeting of shareholders in 2025, allowing for both network and internet voting during specified time slots on the day of the meeting [2] - The meeting will take place at the company's conference room located at 2388 Chenxing Road, Minhang District, Shanghai [4] Group 2 - Proposal one involves the cancellation of the supervisory board and the revision of the company's articles of association, in compliance with the new Company Law effective from July 1, 2024 [3] - The supervisory board will be replaced by the audit committee of the board of directors, which will assume the supervisory responsibilities as per the Company Law [3] - The company will also systematically revise its articles of association to align with the latest legal regulations and protect the rights of stakeholders [3][4] Group 3 - Proposal two focuses on the formulation and revision of certain corporate governance systems to enhance operational standards and protect investor rights [5] - The company has reviewed and updated its governance systems in accordance with relevant laws and regulations [5]