上海市锦天城律师事务所 关于浙江东尼电子股份有限公司 2025 年第二次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 楼 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 关于浙江东尼电子股份有限公司 2025 年第二次临时股东大会的法律意见书 致：浙江东尼电子股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受浙江东尼电子股份有限公 司（以下简称"公司"）委托，就公司召开 2025 年第二次临时股东大会（以下 简称"本次股东大会"）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》等相关法律、法规及规范性文件以及 《浙江东尼电子股份有限公司章程》（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，对本次股东大会所涉及的相关事 项进行了必要 ...

Core Viewpoint - Dongni Electronics is facing administrative penalties from the China Securities Regulatory Commission (CSRC) for failing to disclose significant contract progress and for falsifying financial reports, which has led to potential investor compensation claims [1][4]. Group 1: Disclosure Issues - Dongni Electronics failed to timely disclose the inability to meet the delivery schedule of a major contract worth 675 million yuan, which accounts for 51.84% of its latest audited revenue [2]. - The company only reported a 6.74% completion rate of the contract by the end of October 2023, with the delayed disclosure occurring on January 6, 2024 [2]. Group 2: Financial Misstatements - The company inflated its profit figures by 38.63% and 70.95% in its 2022 annual report and 2023 semi-annual report, respectively, due to misclassification of expenses and inadequate provisions for inventory impairment [3]. - Specific misstatements included misclassifying research and development expenses as inventory and failing to account for related party transactions [3]. Group 3: Legal and Compensation Implications - Following the CSRC's findings, Dongni Electronics and responsible personnel are subject to warnings and fines [4]. - A law firm is actively seeking to represent affected investors who purchased Dongni Electronics' securities between March 11, 2023, and January 5, 2024, for potential compensation claims [5].

Group 1 - The controlling shareholder of ST Dongni, Mr. Shen Xiaoyu, holds approximately 38.7 million shares, accounting for 16.65% of the total share capital [1] - After the recent share pledge and unpledge, Mr. Shen Xiaoyu has pledged a total of 30.4 million shares, which is 78.54% of his holdings and 13.08% of the total share capital [1] - The combined shareholding of the controlling shareholders and their concerted parties, Mr. Shen Xin Fang and Mr. Shen Xiaoyu, is about 114 million shares, representing 48.9% of the total share capital [1] Group 2 - The total pledged shares by Mr. Shen Xin Fang and Mr. Shen Xiaoyu amount to approximately 90.2 million shares, which is 79.35% of their combined holdings and 38.8% of the total share capital [1] - For the fiscal year 2024, ST Dongni's revenue composition is projected to be 92.78% from manufacturing and 7.22% from other businesses [1] - As of the latest report, ST Dongni's market capitalization stands at 5 billion yuan [2]

浙江东尼电子股份有限公司（以下简称"公司"或"本公司"）于近日获悉 控股股东、实际控制人沈晓宇先生所持有本公司的部分股份解质及质押，具体情 况如下： 证券代码：603595 证券简称：东尼电子 公告编号：2025-049 浙江东尼电子股份有限公司 关于控股股东部分股份解质及质押的公告 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。 重要内容提示： 公司控股股东沈晓宇先生持有本公司股份 38,704,602 股，占公司总股本 的 16.65%；本次股份解质及质押后，沈晓宇先生持有本公司股份累计质押数量 30,400,000 股，占其持股数量的 78.54%，占公司总股本的 13.08%。 公司控股股东及其一致行动人沈新芳、沈晓宇先生合计持有本公司股份 113,674,602 股，占公司总股本的 48.90%；本次股份解质及质押后，沈新芳先生 和沈晓宇先生持有本公司股份累计质押数量 90,197,500 股，占其合计持股数量的 79.35%，占公司总股本的 38.80%。 一、公司股份解质及质押情况 本次解除质押股份用于后续质押， ...

Core Viewpoint - Dongni Electronics has received a notice of administrative penalty from the Zhejiang Securities Regulatory Bureau for significant violations in information disclosure, including delayed reporting of major contract progress and false records in financial reports, leading to a potential fine of up to 16.2 million yuan [1][3]. Summary by Relevant Sections Information Disclosure Violations - The company is accused of failing to timely disclose significant risks related to a major sales contract worth 675 million yuan, which represents 51.84% of its most recent audited revenue. As of the end of October 2023, the delivery progress was only 6.74%, with the company not reporting this risk until January 2024 [3][4]. Financial Reporting Irregularities - The 2022 annual report and the 2023 semi-annual report contained false records, resulting in a significant overstatement of profits. Specific violations include: - Improper capitalization of expenses, leading to an understatement of research and development expenses by 56.81 million yuan, thus inflating profits [4]. - Failure to account for related party transactions, resulting in an inflated profit of 27.46 million yuan [4]. - Insufficient provision for inventory impairment, leading to an inflated profit of 26.78 million yuan [4]. - Overall, the 2022 annual report overstated profits by 38.63%, while the 2023 semi-annual report overstated profits by 70.95% [4]. Penalties and Company Response - The Zhejiang Securities Regulatory Bureau has proposed a total fine of 7 million yuan for the company, along with individual fines for responsible executives, including 3.5 million yuan for the chairman and 1.7 million yuan for the general manager [4]. - The company has stated that its operations continue normally and has committed to improving internal controls and enhancing the quality of information disclosure [4].

Core Viewpoint - Dongni Electronics is facing administrative penalties from the Zhejiang Regulatory Bureau of the CSRC due to allegations of false statements, which have led to potential investor claims for damages [1][2]. Group 1: Contractual Issues - Dongni Semiconductor, a subsidiary of Dongni Electronics, signed a procurement contract with Guangdong Tianyu Semiconductor for the delivery of 135,000 pieces of 6-inch silicon carbide substrates, valued at 675 million yuan, which represents 51.84% of the company's latest audited revenue [1]. - During the contract period, Dongni Semiconductor failed to meet the monthly delivery targets, achieving only 6.74% of the contracted delivery by the end of October 2023, and did not disclose the inability to meet the delivery schedule in a timely manner [2]. Group 2: Financial Reporting Irregularities - The 2022 annual report and the 2023 semi-annual report of Dongni Electronics contained false records, including misclassifying research and development expenses as inventory, which inflated profits by 38.63% and 70.95% respectively [3][4]. - The company also failed to account for materials procured with funds advanced by related parties, further inflating profits in the same reports [3][4]. - Additionally, Dongni Electronics did not adequately provision for inventory impairment, leading to understated asset impairment losses [4].

Core Viewpoint - Dongni Electronics (603595.SH) has been confirmed to have violated information disclosure regulations, leading to significant penalties from the Zhejiang Securities Regulatory Bureau, including a fine of 7 million yuan and a warning for failing to timely disclose major contract progress and for false records in financial reports [1][4][8]. Summary by Sections Regulatory Actions - Dongni Electronics received an administrative penalty notice on October 29, indicating violations related to the timely disclosure of major contract progress and false records in the 2022 annual report and 2023 semi-annual report [1][4]. - The company and six responsible individuals face a total penalty of 15.7 million yuan, with fines ranging from 600,000 to 3.5 million yuan for the individuals involved [8]. Financial Misstatements - The Zhejiang Securities Regulatory Bureau found that Dongni Electronics inflated its total profit by 38.63% and 70.95% in the 2022 and 2023 semi-annual reports, respectively, resulting in a total profit inflation of 111 million yuan over one and a half years [1][6]. - Specific actions included underreporting research and development expenses, failing to adequately account for inventory impairment, and misclassifying costs, leading to inflated profits of 5.68 million yuan and 2.74 million yuan in different instances [6][7]. Operational Performance - In the first nine months of 2025, Dongni Electronics reported revenue of 1.457 billion yuan, a year-on-year increase of 1.5%, but incurred a net loss of 14.61 million yuan [2][9]. - The company has been operating at a loss since 2023, with total revenues of 1.836 billion yuan and 1.981 billion yuan in 2023 and 2024, respectively, and net losses of 607 million yuan and 11.52 million yuan [9]. Stock Market Impact - Following the penalties, Dongni Electronics' stock will be subject to additional risk warnings, with its trading name changing to "ST Dongni" starting October 31, 2025 [2][8]. - The stock will trade on a risk warning board with a daily price fluctuation limit of 5% [8].

Core Points - Dongni Electronics has been found to have inflated its total profits by over 110 million yuan over a year and a half, with significant violations including failure to disclose the inability to fulfill a major contract and falsifying financial reports [1][2][3] Group 1: Major Violations - The first major violation involves the failure to timely disclose the progress of a significant contract worth 675 million yuan with Guangdong Tianyu Semiconductor, where only 6.74% of the contract was fulfilled by the end of October 2023 [2][3] - The second violation pertains to the false reporting in the 2022 annual report and the 2023 semi-annual report, where profits were inflated by 38.63% and 70.95% respectively, totaling an inflated profit of 110 million yuan [3][4] Group 2: Methods of Profit Inflation - The inflated profits were primarily achieved through three methods: underreporting R&D expenses, underreporting operating costs, and failing to recognize asset impairment losses [3][4] - Specifically, 56.81 million yuan in R&D expenses were misclassified as inventory, and 27.45 million yuan in profits were inflated through unrecorded material purchases by a related party [4] Group 3: Shareholder Pledge and Financial Risk - The controlling shareholder, Shen Xinfang, has a high percentage of pledged shares, with 59.8 million shares pledged out of 74.97 million held, indicating significant financial risk [5][9] - The stock price of Dongni Electronics has been in decline, dropping from a peak of 85.86 yuan per share in January 2023 to below 40 yuan by the end of the year, raising concerns about potential margin calls on pledged shares [6][8] Group 4: Relationship with Guangdong Tianyu - Guangdong Tianyu, the major client involved in the contract, is currently undergoing a critical period as it prepares for its IPO, with no direct ownership ties to Dongni Electronics [10]

Core Viewpoint - Dongni Electronics has been penalized for financial misconduct, leading to significant repercussions for the company and raising concerns about information disclosure quality and corporate governance in the market [1][2]. Group 1: Regulatory Actions and Penalties - Dongni Electronics received an administrative penalty notice from the Zhejiang Securities Regulatory Bureau due to a total profit inflation of 111 million yuan in its 2022 annual report and 2023 semi-annual report [1]. - The company and several executives were fined a total of 15.7 million yuan, and starting from October 31, the stock will be subject to additional risk warnings, with the A-share abbreviation changing to "ST Dongni" [1][2]. - The financial misconduct included misclassifying research expenses as inventory and failing to adequately account for related party transactions, leading to significant profit inflation percentages of 38.63% and 70.95% for the respective reports [1]. Group 2: Company Performance and Future Outlook - Despite the penalties, Dongni Electronics is showing signs of performance recovery, with a revenue of 1.457 billion yuan in the first three quarters of the year, reflecting a year-on-year growth of 1.5% [2]. - The net profit loss has significantly narrowed, with a third-quarter net profit of 26.607 million yuan, indicating a turnaround in performance [2]. - The company specializes in ultra-fine alloy wires, metal matrix composites, and other new materials, which have broad application prospects in five major sectors: consumer electronics, solar photovoltaic, medical, new energy vehicles, and semiconductors [2].

Core Viewpoint - Zhejiang Dongni Electronics Co., Ltd. is facing administrative penalties from the China Securities Regulatory Commission (CSRC) for financial misconduct, including financial statement misrepresentation and failure to disclose significant contract progress in a timely manner [1][4][10]. Financial Misconduct - The company is accused of misclassifying R&D expenses as inventory, leading to an inflated profit total of 111 million yuan across its 2022 annual report and 2023 semi-annual report [1][7]. - Specific misstatements include: - Misclassification of poor-quality silicon carbide substrates as inventory instead of R&D expenses, inflating profits by 56.81 million yuan [7]. - Failure to account for materials procured with funds from related parties, inflating profits by 27.46 million yuan [8]. - Insufficient provision for inventory impairment losses, inflating profits by 26.78 million yuan [9]. Administrative Penalties - The CSRC plans to impose a total fine of 7 million yuan on the company and related individuals, with penalties ranging from 600,000 to 3.5 million yuan for six responsible parties [1][14]. - The company will face a one-day suspension of its stock on October 30, 2025, followed by a risk warning designation starting October 31, 2025, changing its stock name to "ST Dongni" [1][2]. Contract Disclosure Issues - The company failed to timely disclose the inability to meet delivery obligations under a significant contract with Guangdong Tianyu Semiconductor, which was valued at 675 million yuan and represented 51.84% of its latest audited revenue [6][10]. Company Response and Future Actions - The company acknowledges the issues and expresses a commitment to strengthen internal controls and compliance measures to prevent future occurrences [15][16].