上海市锦天城律师事务所 关于广东天安新材料股份有限公司 2025 年第一次临时股东会的 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 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 关于广东天安新材料股份有限公司 2025 年第一次临时股东会的法律意见书 致：广东天安新材料股份有限公司 在本法律意见书中，本所律师仅对本次股东会的召集和召开程序、召集人资 格、出席会议人员资格、会议表决程序及表决结果是否符合《公司法》等法律、 法规和规范性文件以及《公司章程》的有关规定发表意见，不对会议审议的议案 内容以及该等议案所表述的事实或数据的真实性及准确性发表意见。 上海市锦天城律师事务所（以下简称本所）接受广东天安新材料股份有限公 司（以下简称公司）委托，就公司召开 2025 年第一次临时股东会（以下简称本 次股东会）有关事宜，根据《中华人民共和国公司法》（以下简称《公司法》） 等法律、法规和规范性文件以及《广东天安新材料股份有限公司章程》（以下简 称《公司章程》）的有关规定，出具本法 ...

Group 1 - The core viewpoint of the articles highlights significant advancements in the robotics industry, particularly in specialized robots for agriculture and elder care, indicating a growing market potential driven by technological innovation and demographic needs [2][3][5][8][11][14]. Group 2 - Fujia Co., in collaboration with Chiphe Robot, launched an intelligent grain storage robot, addressing efficiency and safety challenges in grain storage with a fully automated process and a two-hour operational endurance [2]. - The "2025 Silver Technology Partner Program" in Shanghai aims to support the development of elder care technology, with 15 projects selected, including the "Qijia Q1" robot, which is expected to partially replace caregivers [5][3]. - The world's first intelligent breeding robot, "Jier," developed by the Chinese Academy of Sciences, has been recognized in the journal "Cell" for its ability to automate hybrid pollination, significantly improving breeding efficiency [8]. - Tianan New Materials completed a strategic investment in Ruobo Robot, a company specializing in servo drives and intelligent robotics, to enhance research and development and market competitiveness [11]. - The first modular industrial quadruped robot, Apollo, was introduced, featuring modular design for flexibility and cost-effective upgrades, aimed at transforming industrial robotics towards customization [14].

Group 1 - The home goods sector increased by 0.07% on August 28, with Longzhu Technology leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] - Longzhu Technology's stock price rose by 11.56% to 14.57, with a trading volume of 127,500 shares and a transaction value of 178 million yuan [1] Group 2 - The home goods sector saw a net outflow of 79.73 million yuan from main funds, while retail investors contributed a net inflow of 147 million yuan [2] - The stock prices of several companies in the home goods sector experienced declines, with Yuma Technology falling by 6.36% to 16.48 and Tianan New Materials down by 4.90% to 10.49 [2] - The trading volume and transaction values for various companies in the sector varied, with notable declines in stocks like ST Yazhen and Zhang Xiaoqin [2]

Core Insights - Tianan New Materials has successfully acquired an 18% stake in Guangdong Ruobo Intelligent Robotics Co., marking a significant step in the company's strategic expansion into the smart manufacturing sector [1] Group 1: Company Overview - Ruobo Robotics, established in 2016, focuses on the research and development of core technologies in robotics, specifically servo drive and control system algorithms [1] - The company has developed a technology matrix that encompasses artificial intelligence, robotics, and industrial internet, providing intelligent solutions for sectors such as aerospace, agriculture, and healthcare [1] Group 2: Strategic Implications - The partnership between Tianan New Materials and Ruobo Robotics is expected to facilitate resource sharing and complementary advantages, accelerating technological development and market expansion for Ruobo Robotics [1] - Tianan New Materials aims to leverage Ruobo Robotics' expertise in intelligent control to validate the industrialization path of its electronic skin technology [1] Group 3: Technological Synergy - The technologies and products of Ruobo Robotics are highly synergistic with the electronic skin technology currently under development by Tianan New Materials, enhancing practical validation and product implementation in the electronic skin domain [1]

Core Viewpoint - Tianan New Materials (天安新材) has made a strategic investment in Guangdong Ruobo Intelligent Robotics Co., Ltd. by acquiring an 18% stake, marking a significant step in its layout in the smart manufacturing sector [1][2]. Group 1: Company Overview - Ruobo Robotics, established in 2016, focuses on the research and development of core technologies in robotics, particularly servo drive and control system algorithms [1]. - The company has developed an industrial operating system, high-precision servo and control systems, and a low-code AI algorithm technology platform, creating a technology matrix that spans artificial intelligence, robotics, and industrial internet [1]. Group 2: Technological Achievements - Ruobo's high-precision drive and control system algorithms are recognized as one of the 35 major "bottleneck technologies" by the Ministry of Science and Technology, achieving international leading standards [1]. - The company is a pioneer in industrial AI technology in China, with its low-code AI technology platform widely applied in challenging fields such as aerospace and agriculture [1][2]. Group 3: Strategic Implications - The partnership between Tianan New Materials and Ruobo Robotics is expected to accelerate technology research and market expansion, leveraging shared resources and complementary advantages [2]. - Tianan New Materials, as a leader in the new materials sector, will provide Ruobo with additional resources and support, enhancing its technology development and market channel expansion [2][3]. - The collaboration aims to explore new boundaries in AI robotics through the integration of "hardcore algorithms" and "technology materials," particularly in the area of electronic skin technology [3].

Group 1 - Tianan New Materials experienced a decline of 5.08% on August 28, with a stock price of 10.47 CNY per share, a trading volume of 1.11 billion CNY, a turnover rate of 3.56%, and a total market capitalization of 3.192 billion CNY [1] - The company, Guangdong Tianan New Materials Co., Ltd., was established on May 15, 2000, and went public on September 6, 2017. Its main business involves the research, design, production, and sales of polymer composite decorative materials and building ceramics [1] Group 2 - Among the top ten circulating shareholders of Tianan New Materials, a fund under Huaxia Fund holds a significant position. The Huaxia Xingyang One-Year Holding Mixed Fund (009010) reduced its holdings by 450,400 shares in the second quarter, now holding 2.4393 million shares, which accounts for 0.85% of the circulating shares. The estimated floating loss today is approximately 1.366 million CNY [2] - The Huaxia Xingyang One-Year Holding Mixed Fund was established on March 18, 2020, with a current scale of 1.211 billion CNY. Year-to-date returns are 3.44%, ranking 6962 out of 8190 in its category; the one-year return is 21.83%, ranking 5339 out of 7966; and since inception, it has a loss of 16.95% [2]

Investment Rating - The investment rating for Tianan New Materials (603725) is "Buy" (maintained) [1] Core Views - The company announced its 2025 mid-year report, which met expectations, with H1 2025 revenue of 1.444 billion yuan, a year-on-year increase of 4.0%, and a net profit attributable to shareholders of 62 million yuan, up 16.6% year-on-year [6] - The market share in the building ceramics sector continues to rise, with a revenue of 590 million yuan in H1 2025, despite a 6% year-on-year decline, while sales volume increased by 6% [6] - The high polymer business is steadily expanding, with automotive interior revenue reaching 310 million yuan in H1 2025, a 36.0% year-on-year increase [6] - The company is actively developing its home furnishing business through acquisitions, enhancing its industry ecosystem [6] - The management's strategic capabilities and resource coordination are seen as core competitive advantages, with a focus on optimizing the supply chain and gradually expanding new business models [6] - The company maintains a positive outlook for net profit growth from 2025 to 2027, with projected profits of 122 million yuan, 158 million yuan, and 199 million yuan, respectively, corresponding to PE ratios of 28X, 21X, and 17X [6] Financial Data and Profit Forecast - Total revenue forecast for 2025 is 3.309 billion yuan, with a year-on-year growth rate of 6.7% [5] - The projected net profit for 2025 is 122 million yuan, reflecting a year-on-year growth of 21.0% [5] - The gross profit margin is expected to be 22.6% in 2025, with a return on equity (ROE) of 14.4% [5]

Group 1 - The core stock price of Tianan New Materials on August 26 closed at 10.88 yuan, down 0.04 yuan from the previous trading day, with an intraday fluctuation of 3.94% and a transaction amount of 140 million yuan [1] - The company specializes in the research and production of polymer composite decorative materials, which are applied in building decoration and home manufacturing [1] - Tianan New Materials is categorized under the chemical products sector and possesses attributes of "specialized, refined, distinctive, and innovative" as well as "prefabricated construction," with its registered location in Guangdong Province [1] Group 2 - On August 25, a total of 15 fund companies participated in a research activity on Tianan New Materials, ranking second among the companies surveyed that day [1] - The latest disclosed data shows that the company's total market capitalization is 3.317 billion yuan, and the circulating market capitalization is 3.119 billion yuan [1] - In terms of capital flow, on August 26, the net outflow of main funds was 5.6344 million yuan, with a cumulative net outflow of 34.165 million yuan over the past five trading days [1] - The turnover rate on that day was 4.42%, indicating active market trading [1]

Core Viewpoint - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss several important resolutions, including the change of the auditing firm and amendments to various internal management systems [2][3]. Group 1: Meeting Details - The meeting is scheduled for September 1, 2025, at 14:00, located at the Eagle Brand Ceramics Group meeting room in Foshan City [2]. - The meeting will be presided over by the company's chairman, Wu Qichao, and will include eligible shareholders, their representatives, company directors, senior management, and invited legal witnesses [2]. Group 2: Agenda Items - The agenda includes the following key resolutions: 1. Proposal to change the auditing firm to Tianjian Accounting Firm for the 2025 financial year [3][5]. 2. Proposal to amend the company's Independent Director Work Rules [4][5]. 3. Proposal to amend the company's Related Party Transaction Management System [4][5]. 4. Proposal to amend the company's Fundraising Management System [6]. 5. Proposal to amend the company's Investment Decision Management System [6]. 6. Proposal to amend the company's Information Disclosure Management System [7]. 7. Proposal to amend the company's External Guarantee Management System [8].

2025 年第一次临时股东会 会议文件 股票代码：603725 2025 年 9 月 目 录 2 1. 广东天安新材料股份有限公司 2025 年第一次临时股东会会议须知 2. 广东天安新材料股份有限公司 2025 年第一次临时股东会议程 3. 广东天安新材料股份有限公司 2025 年第一次临时股东会议案 （1）议案一：《关于变更会计师事务所的议案》 （2）议案二：《关于修订公司〈独立董事工作细则〉的议案》 （3）议案三：《关于修订公司〈关联交易管理制度〉的议案》 （4）议案四：《关于修订公司〈募集资金管理制度〉的议案》 （5）议案五：《关于修订公司〈投资决策管理制度〉的议案》 （6）议案六：《关于修订公司〈信息披露管理制度〉的议案》 （7）议案七：《关于修订公司〈对外担保管理制度〉的议案》 广东天安新材料股份有限公司 广东天安新材料股份有限公司 2025 年第一次临时股东会会议须知 为维护股东的合法权益，确保广东天安新材料股份有限公司（以下简称"公 司"）2025 年第一次临时股东会（以下简称"本次会议"）的正常秩序和议事 效率，根据《公司法》、《上市公司股东会规则》等法律、法规和《公司章程》、 《股东会议事 ...