北京市中伦律师事务所 关于江西宏柏新材料股份有限公司 2025 年第三次临时股东大会的 法律意见书 二〇二五年九月 致：江西宏柏新材料股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受江西宏柏新材料股份有限 公司（以下简称"公司"）委托，指派本所律师对公司 2025 年第三次临时股东 大会进行见证，并出具《北京市中伦律师事务所关于江西宏柏新材料股份有限公 司 2025 年第三次临时股东大会的法律意见书》（以下简称"法律意见书"）。 为出具本法律意见书，本所律师见证了公司 2025 年第三次临时股东大会， 并根据《中华人民共和国证券法》（下称《证券法》）、《中华人民共和国公司 法》（下称《公司法》）、《上市公司股东会规则》（下称《股东会规则》）、 《律师事务所从事证券法律业务管理办法》等法律、法规和规范性文件的要求以 及《江西宏柏新材料股份有限公司章程》（下称《公司章程》），按照律师行业 公认的业务标准、道德规范和勤勉尽责精神，查阅了本所律师认为出具本法律意 见书所必须查阅的文件，对公司本次股东大会的召集和召开程序、出席会议人员 资格（但不包含网络投票股东资格）、表决方式、表决程序的合法性、有效性进 行 ...

证券代码：605366 证券简称：宏柏新材 公告编号：2025-086 债券代码：111019 债券简称：宏柏转债 江西宏柏新材料股份有限公司 2025年第三次临时股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 16 日 (二)股东大会召开的地点：江西省乐平市塔山工业园区宏柏新材应用中心办公室 (一)非累积投票议案 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 215 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 260,487,559 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 40.4186 | 注：截止本次股东大会股权登记日的总股本为 650,143,895 股；其中，公司回购专用账户 中股份数为 5,670,000 股，不享有股 ...

Group 1 - Sichuan Road and Bridge's controlling shareholder plans to reduce its stake by up to 2% of the company's total shares, amounting to approximately 174 million shares [1] - Jinlongyu's shareholder terminates the share transfer agreement, halting the planned transfer of 5.32% of the company's shares [1] - Doli Technology's subsidiary plans to establish a joint venture in Spain with an investment of approximately 505 million yuan, with a 70% stake held by Doli Technology [1][2] Group 2 - Chongqing Pharmaceutical, a subsidiary of Zhongyao Holdings, has received approval for clinical trials of its drug, Clopidogrel Hydrochloride Tablets [3][4] - Dongyangguang plans to jointly increase capital in a subsidiary to acquire 100% of Qinhuai Data China for 28 billion yuan [5] - Kangzhi Pharmaceutical's controlling shareholder intends to transfer 5.0004% of the company's shares at a price of 5.34 yuan per share, totaling approximately 122 million yuan [6] Group 3 - Huali Co., Ltd. announces two shareholders plan to reduce their stakes by a combined total of up to 3.96% of the company's shares [7] - Fangbang Co., Ltd.'s director plans to reduce his stake by up to 15,000 shares, representing 0.1844% of the total shares [8] - China Pacific Insurance suggests issuing HKD-denominated convertible bonds, with proceeds aimed at supporting its main insurance business and strategic initiatives [9] Group 4 - Microchip Biotech's shareholder plans to reduce its stake by up to 3% of the company's total shares [10] - Hongbai New Materials' controlling shareholder intends to reduce its stake by up to 3% due to funding needs [11] - Zhejiang Rongtai clarifies that its sales in the robotics components sector are minimal and will not significantly impact annual net profit [12] Group 5 - ST Tianmao voluntarily withdraws its application for A-share listing, which has been accepted by the Shenzhen Stock Exchange [13] - Qingxin Environment's shareholder plans to reduce its stake by up to 1% of the company's total shares [14] - Lanjik Technology's two shareholders plan to reduce their stakes by a combined total of up to 2% of the company's shares [15] Group 6 - BYD's executives and core personnel collectively increased their holdings in the company by approximately 52.33 million yuan [16] - Trina Solar's subsidiary signs contracts for the sale of 2.48 GWh of energy storage products, marking a significant overseas order [17] - Chutianlong's shareholder plans to reduce its stake by up to 3% of the company's total shares [18] Group 7 - Zhongjuxin's shareholder plans to reduce its stake by up to 2.5% of the company's total shares due to funding needs [19] - ST Hezhong's controlling shareholder is under bail pending trial, but company operations remain unaffected [20] - Shoukai Co., Ltd. reports a signed contract amount of 973 million yuan for August, with cumulative contracts of 13.15 billion yuan for the year [21] Group 8 - Jucheng Co., Ltd.'s shareholder plans to reduce its stake by up to 2.61% of the company's total shares due to personal funding needs [22]

Summary of Key Points Core Viewpoint - Multiple shareholders across various companies are planning to reduce their stakes, with several aiming to decrease their holdings by up to 3% or slightly less, indicating potential shifts in investor sentiment and market dynamics [1]. Company-Specific Reductions - Mingdiao Co., Ltd.: Shareholder Jiang Xin intends to reduce holdings by no more than 3% [1]. - COFCO Technology: Shareholder Shengliang Investment and its concerted parties plan to reduce holdings by no more than 3% [1]. - Changhua Chemical: Shareholder Xiamen Chuangfeng and its concerted parties aim to reduce holdings by no more than 3% [1]. - Chengtian Weiye: The actual controller and its concerted parties plan to reduce holdings by no more than 2.96% [1]. - Jieshun Technology: Shareholder Smart Transportation intends to reduce holdings by no more than 3% [1]. - Jucheng Co., Ltd.: Shareholder Wuhan Luojia plans to reduce holdings by no more than 2.61% [1]. - Lankai Technology: Multiple shareholders intend to collectively reduce holdings by no more than 2% [1]. - Qingxin Environment: Shareholder Zhongtai Asset Management plans to reduce holdings by no more than 14.15 million shares [1]. - Hongbo New Materials: Controlling shareholder Hongbo Chemical intends to reduce holdings by no more than 3% [1]. - Huali Co., Ltd.: Shareholder Xie Shaozhuang plans to reduce holdings by no more than 8.06 million shares [1]. Other Notable Events - Baiyin Nonferrous Metals: The company is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure [1]. - Jiuhua Tourism: The company has terminated its plan to issue A-shares to specific investors for the year 2025 [1].

Mergers and Acquisitions - Dongyangguang plans to jointly increase capital in Yichang Dongshu No.1 Investment Co., Ltd. with an associated party, with capital increases of 3.5 billion and 4 billion yuan respectively. The company intends to acquire 100% equity of Qinhuai Data's China operations through its wholly-owned subsidiary [1] - Aimeike has completed the acquisition of controlling interest in South Korea's REGEN Biotech, Inc., obtaining 59.5% equity after the completion of the transaction [2] - Longzi Co., Ltd. plans to acquire 67.5% equity of Chongqing Time through a cash payment of 92.475 million yuan [3] Shareholding Changes - Hongbai New Materials' controlling shareholder plans to reduce its stake by up to 3%, which includes a maximum of 6.5 million shares through centralized bidding and 13 million shares through block trading [4] - BYD executives and core personnel collectively increased their holdings by 488,200 shares, with a total investment of 52.3278 million yuan [5] - Sichuan Road and Bridge's controlling shareholder intends to reduce its stake by up to 2%, equating to a maximum of 17.4 million shares [6] Regulatory Issues - Baiyin Nonferrous Metals has received a notice from the China Securities Regulatory Commission regarding an investigation for suspected violations of information disclosure [7] - Huangting International's wholly-owned subsidiary's asset, the Crystal Island International Shopping Center, was put up for auction but ultimately failed to sell [8]

Group 1 - Zhejiang Rongzao has a small sales volume in the robot components sector [1] - Jin Feng Technology plans to invest 18.92 billion yuan in a wind power hydrogen ammonia project [1] - Lin Yang Energy won a bid for approximately 244 million yuan from the Southern Power Grid [1] Group 2 - Yingli Co., Ltd. intends to acquire 77.9385% of Youte Li [2] - Jiajiayue has repurchased 1.57% of its shares [2] - Xiantan Co., Ltd. achieved chicken product sales revenue of 516 million yuan in August [2] Group 3 - Longhua Chemical and its concerted parties plan to reduce their holdings by no more than 3% [2] - Hualing Steel plans to increase its holdings by 1%-2% [2] - Menguanli intends to raise no more than 980 million yuan for a project to produce 30,000 tons of lithium-ion battery cathode materials annually [3]

Mergers and Acquisitions - Dongyangguang plans to jointly increase capital in Yichang Dongshu No.1 Investment Co., Ltd. with an associated party, with capital increases of 3.5 billion and 4 billion yuan respectively. The company intends to acquire 100% equity of Qinhuai Data's China operations through its wholly-owned subsidiary Yichang Dongshu No.3 Investment Co., Ltd. [1] - Aimeike has completed the acquisition of controlling interest in South Korea's REGEN Biotech, Inc. Aimeike International now holds 85% of REGEN, translating to an actual ownership of 59.5% by Aimeike. [2] - Longzi Co., Ltd. plans to acquire 67.5% equity of Chongqing Milan Baiyu Time Aesthetic Medical Hospital Co., Ltd. for 92.475 million yuan. [3] Shareholding Changes - Hongbai New Materials' controlling shareholder plans to reduce its stake by up to 3%, which includes a maximum of 6.5 million shares through centralized bidding and 13 million shares through block trading. [4] - BYD executives and core personnel collectively increased their holdings by 488,200 shares of A-shares, with a total investment of 52.3278 million yuan. [5] - Sichuan Road and Bridge's controlling shareholder plans to reduce its stake by up to 2%, equating to a maximum of 17.4 million shares. [6]

Group 1 - Tianpu Co., Ltd. experienced a significant stock price increase of 185.29% from August 22 to September 10, leading to a halt for further investigation due to abnormal trading [4] - Baiyin Nonferrous Metals has been investigated by the China Securities Regulatory Commission for suspected violations of information disclosure [5] - Qingshan Paper Industry confirmed that its production and operational activities are normal, with no significant changes in daily operations [6] Group 2 - Aoyang Health announced that its stock will continue to be suspended due to ongoing negotiations regarding a share transfer by its controlling shareholder [7] - ST Jinke will implement a capital reserve transfer to increase share capital, resulting in a one-day stock suspension [8] - ST Haofeng's stock will resume trading on September 11 after a share transfer agreement was signed, making Zhixin Network the controlling shareholder [9] Group 3 - Fushun Special Steel's stock will be suspended for one day due to a tender offer for shares by Ningbo Meishan Free Trade Port Zone Jincheng Shazhou Equity Investment Co., Ltd. [10] - Fuliwang's subsidiary plans to invest 500 million yuan in a high-end wire material research and production project [11] - ST Tianmao's application for voluntary delisting has been accepted by the Shenzhen Stock Exchange [12] Group 4 - Dongyangguang plans to jointly increase capital in a subsidiary for the acquisition of Qinhuai Data China [13] - Betta Pharmaceuticals intends to issue H-shares and apply for listing on the Hong Kong Stock Exchange [14] - Longzi Co., Ltd. plans to acquire a 67.5% stake in Chongqing Time for approximately 92.475 million yuan [15] Group 5 - Dongfang Guoxin plans to establish a joint venture for a technology company with Shunyi Jin Kong [16] - ST Lianshi signed a pre-restructuring investment agreement with selected investors [18] - Shaanxi Construction Group won four construction projects worth over 5 billion yuan in August [19] Group 6 - Dema Technology won a smart logistics project with a well-known Latin American e-commerce giant, valued at approximately 290 million yuan [20] - Mongolian Grass Ecology's subsidiary led a consortium to win a 225 million yuan ecological restoration project [21] - Dajin Heavy Industry signed a long-term production agreement for offshore wind power foundations, with a total value of about 1.25 billion yuan [24] Group 7 - Zhendong Medical's controlling shareholder plans to transfer 5% of the company's shares [25] - ST Hezhong's controlling shareholder is under bail pending trial, but company operations remain unaffected [26] - BYD's senior management and core personnel collectively increased their holdings by approximately 52.33 million yuan [27] Group 8 - Jiahe Meikang's shareholder plans to reduce its stake by up to 1.94% [28] - Sichuan Road and Bridge's controlling shareholder plans to reduce its stake by up to 2% [30] - Lanke Technology's shareholders plan to reduce their holdings by up to 2% [31]

Group 1 - Hualing Steel's shareholder, Xintai Life, has recently increased its stake by 69.0862 million shares and plans to continue increasing its holdings by 1% to 2% [1] - Jingfang Technology's shareholder has terminated its share reduction plan ahead of schedule, with no shares sold during the period [1] - Huali Co., Ltd. plans to reduce its holdings by no more than 3.96% of the company's shares [1] Group 2 - Various companies, including Wuchan Jinlun, Changhua Chemical, COFCO Technology, and Jieshun Technology, have announced plans to reduce their holdings by no more than 3% of their shares [1] - Other companies such as Micron Biotech, Hongbai New Materials, and Jucheng Technology have also indicated plans to reduce their stakes by varying percentages, mostly around 2% to 3% [1] - Specific reductions include 2.61% by Jucheng Co., 2.5% by Zhongju Xinxin, and 1.94% by Jiahe Meikang [1]

Core Viewpoint - Hongbo New Materials (605366.SH) announced a share reduction plan by its controlling shareholder, Hongbo Chemical, due to personal funding needs [1] Group 1: Share Reduction Details - The controlling shareholder plans to reduce holdings by up to 6.5 million shares through centralized bidding, representing no more than 1% of the total share capital as of September 9, 2025 [1] - Additionally, a maximum of 13 million shares will be reduced through block trading, accounting for no more than 2% of the total share capital as of September 9, 2025 [1] - The total share reduction will not exceed 19.5 million shares, which is up to 3% of the total share capital as of September 9, 2025 [1] Group 2: Timeline and Conditions - The reduction period will commence 15 trading days after the disclosure of this reduction plan and will last for three months [1]