广发证券股份有限公司 关于广东韶能集团股份有限公司 2025 年度向特定对象发行 A 股股票 之 上市保荐书 二零二五年十月 广东韶能集团股份有限公司 上市保荐书 声 明 广发证券股份有限公司（以下简称"广发证券"、"保荐人"或"保荐机构"） 及具体负责本次证券发行上市项目的保荐代表人已根据《中华人民共和国公司 法》《中华人民共和国证券法》等法律、法规和中国证监会及深圳证券交易所的 有关规定，诚实守信，勤勉尽责，严格按照依法制订的业务规则和行业自律规范 出具本上市保荐书，并保证本上市保荐书的真实、准确、完整。 如无特别说明，本上市保荐书中所有简称和释义，均与《广东韶能集团股 份有限公司 2025 年度向特定对象发行 A 股股票募集说明书》一致。 3-3-1 | 六、保荐机构认为应当说明的其他事项 26 | | --- | 广东韶能集团股份有限公司 上市保荐书 第一节 本次证券发行基本情况 一、发行人基本情况 （一）发行人基本信息 | 公司名称 | 广东韶能集团股份有限公司 | | --- | --- | | 英文名称 | Guangdong Shaoneng Group Co.,Ltd. | | 股票上市地 ...

广发证券股份有限公司 关于广东韶能集团股份有限公司 2025 年度向特定对象发行 A 股股票 之 发行保荐书 二零二五年十月 广东韶能集团股份有限公司 发行保荐书 声明 广发证券股份有限公司（以下简称"广发证券"、"保荐人"或"保荐机构"） 及具体负责本次证券发行项目的保荐代表人已根据《中华人民共和国公司法》《中 华人民共和国证券法》等有关法律、法规和中国证监会的有关规定，诚实守信， 勤勉尽责，严格按照依法制订的业务规则、行业执业规范和道德准则出具本发行 保荐书，并保证本发行保荐书及其附件的真实、准确和完整。 第一节 本次证券发行基本情况 一、本次证券发行的保荐机构 如无特别说明，本发行保荐书中所有简称和释义，均与《2025 年度广东韶 能集团股份有限公司向特定对象发行 A 股股票募集说明书》一致。 3-1-1 | 戸明 | | --- | | 日求 ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 2 | | 第一节 本次证券发行基本情况 ...

2025 年度向特定对象发行 A 股股票的 法 律 意 见 书 北京市朝阳区建外大街丁 12 号英皇集团中心 8 层 8/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 天津 上海 深圳 广州 西安 沈阳 南京 杭州 海口 菏泽 成都 苏州 武汉 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于广东韶能集团股份有限公司 康达股发字【2025】第 0090 号 二〇二五年十月 4-1-1 | | | 法律意见书 释 义 除非另有说明，本法律意见书中下列简称具有如下特定涵义： | 序号 | 简称 | 指 | 全称（涵义） | | --- | --- | --- | --- | | 1 | 发行人、韶能股份、公司 | 指 | 广东韶能集团股份有限公司 | | 2 | 本次发行 | ...

Core Viewpoint - Shaoneng Co., Ltd. has shown a significant increase in stock price and trading activity, indicating potential investor interest and market performance [1][2]. Group 1: Stock Performance - As of October 27, Shaoneng's stock price increased by 2.15%, reaching 5.22 CNY per share, with a total market capitalization of 5.64 billion CNY [1]. - Year-to-date, the stock price has risen by 35.13%, with a 2.35% increase over the last five trading days and a 2.15% increase over the last twenty days [1]. - The stock has experienced a decline of 2.61% over the past sixty days [1]. Group 2: Trading Activity - The net inflow of main funds was 1.78 million CNY, with large orders accounting for 20.04% of total purchases [1]. - Shaoneng has appeared on the trading leaderboard twelve times this year, with the most recent appearance on July 10, where it recorded a net buy of -16.83 million CNY [1]. Group 3: Company Overview - Shaoneng Co., Ltd. was established on June 14, 1993, and listed on August 30, 1996, primarily engaged in power generation, with non-electric businesses including machinery, pulp and paper products, and building materials [2]. - The company's revenue composition includes 38.09% from electricity, 23.76% from pulp and paper, 17.19% from automotive parts, 12.05% from eco-friendly paper products, and 3.24% from heating services [2]. Group 4: Financial Performance - For the first half of 2025, Shaoneng reported revenue of 2.335 billion CNY, a year-on-year increase of 6.95%, while net profit attributable to shareholders decreased by 42.43% to 95.903 million CNY [2]. - The company has distributed a total of 2.122 billion CNY in dividends since its A-share listing, with 0.212 billion CNY distributed in the last three years [3]. Group 5: Shareholder Information - As of October 20, the number of shareholders decreased by 2.05% to 76,800, with an average of 13,868 circulating shares per shareholder, an increase of 2.09% [2]. - Hong Kong Central Clearing Limited is the fourth largest circulating shareholder, holding 29.8012 million shares, an increase of 7.072 million shares from the previous period [3].

Core Viewpoint - The company has been exporting paper tableware products to EU countries over the past two years [1] Group 1 - The company is actively engaging in international trade by exporting its products [1]

Core Insights - Shaoneng Co., Ltd. reported that as of October 20, 2025, the number of shareholders is 76,848 [2] Company Summary - The company has engaged with investors through an interactive platform, providing transparency regarding shareholder numbers [2]

Group 1 - Cangzhou Mingzhu's controlling shareholder is set to change to Guangzhou State-owned Assets Supervision and Administration Commission, acquiring 19.58% voting rights through the transfer of 167 million shares [1] - Guotou Fengle's application for a private placement of shares has been approved by the Shenzhen Stock Exchange, moving forward to the registration process with the China Securities Regulatory Commission [1] - Hunan Baiyin plans to adjust its share repurchase price ceiling to 8 CNY per share, with a total repurchase fund between 92.6 million and 123 million CNY [2] Group 2 - Zancore's shareholders plan to reduce their holdings by up to 2.71% of the company's total shares, amounting to 324,790 shares [3] - Tongfu Microelectronics intends to reduce its holdings by up to 1% of the total shares, equating to 15,176,000 shares [4] - Huajin Capital's shareholder plans to reduce holdings by up to 3% of the total shares, which is 10,341,200 shares [5] Group 3 - Ansheng Technology and partners are establishing a joint venture with a registered capital of 788 million CNY for a battery recycling project [6] - Huaten Technology plans to acquire 100% of Huayi Microelectronics through a combination of cash and stock issuance [7] - CICC has received approval to register a 10 billion CNY technology innovation corporate bond [9] Group 4 - Taijia shares' shareholder plans to reduce holdings by up to 3% of the total shares, which is 755,210 shares [10] - Nanfang Energy expects a net profit of 342 million CNY for the first three quarters, a year-on-year increase of 125.08% [12] - Shunbo Alloy's shareholders plan to reduce their holdings by up to 2.05% of the total shares, which is 1,372,900 shares [14] Group 5 - Shenzhen Energy is participating in the establishment of a 1 billion CNY renewable energy industry fund, focusing on investments in various energy sectors [15] - China Electric Port's shareholders plan to reduce their holdings by up to 1% of the total shares, which is 759,900 shares [16] - Liangpinpuzi's controlling shareholder's transfer of control has been terminated due to unmet conditions [17] Group 6 - Jingsheng Electromechanical's five executives plan to reduce their holdings by up to 277,620 shares, which is 0.21% of the total shares [19] - Shaoneng shares' shareholder plans to reduce holdings by up to 3% of the total shares, which is 31,444,100 shares [20] - Xiaoming shares' shareholders plan to reduce their holdings by up to 2.97% of the total shares, which is 557,030 shares [21] Group 7 - Fangzheng Electric's shareholders and executives plan to reduce their holdings by up to 3.37% of the total shares [22] - Hainan Huatie is under investigation by the CSRC for suspected information disclosure violations [23] - Qianli Technology has submitted an application for H-share listing on the Hong Kong Stock Exchange [25]

Summary of Key Points Core Viewpoint - Multiple shareholders across various companies are planning to reduce their stakes, indicating potential shifts in ownership and market dynamics [1] Shareholder Reductions - Xiaoming Co., Ltd. shareholders Xiamen Chentu and its concerted parties plan to reduce their holdings by up to 2.97% [1] - Zhongdian Port shareholders Zhongdian Kunrun Fund and Zhongdian Development Fund intend to reduce their stakes by up to 1% [1] - Liao Ning Zhongde, Huzhou Yuntong, and Haitong Innovation, shareholders of Canxin Co., Ltd., plan to collectively reduce their holdings by no more than 324,790 shares [1] - Former controlling shareholder of Hangxin Technology, Liu Shaojian, plans to reduce his stake by up to 0.98% [1] - The actual controller of Jingda Co., Ltd., Li Guangrong, intends to reduce his holdings by no more than 3% [1] - Shareholders Wu Youcai and Guo Qinghui of Aonong Biological plan to collectively reduce their holdings by up to 894,000 shares [1] - Shareholders Shanghai Yundun and Shanghai Lanxiao of Action Education plan to collectively reduce their holdings by up to 2.3 million shares [1] - Shareholder Tong Yi Furong No. 16 of Yinlong Co., Ltd. plans to reduce their stake by up to 1.96% [1] - Donghua Software's director and general manager, Lv Bo, plans to reduce his holdings by no more than 1.519 million shares [1] Other Notable Events - Xin Sai Co., Ltd. announced that Xin Sai Trading has been declared bankrupt by the court [1] - Jinjia Co., Ltd. reported that 37.27 million shares held by Jinjia Chuangtou are subject to judicial auction [1]

Core Viewpoint - The company Shaoneng Co., Ltd. is undergoing a significant change in its shareholding structure, with its second-largest shareholder, Shenzhen Zhaowei Hengfa Energy Co., Ltd., planning to reduce its stake by 31.44 million shares, representing 3% of the total share capital, due to funding needs [1] Group 1: Shareholding Changes - Shenzhen Zhaowei Hengfa Energy Co., Ltd. currently holds 110 million shares, accounting for 10.20% of the total share capital, making it the second-largest shareholder after Shaoguan Industrial Asset Management Co., Ltd. [1] - The company plans to issue shares to Shaoguan Jincai Investment Group Co., Ltd. at a price of 3.96 yuan per share, with a total fundraising amount not exceeding 400 million yuan [1] - Following the share issuance, Shaoguan Industrial Asset and Jincai Investment will collectively hold 21.75% of the company's shares, becoming joint controlling shareholders, with the actual controller changing to the Shaoguan State-owned Assets Supervision and Administration Commission [1] Group 2: Historical Context - The control struggle over Shaoneng Co., Ltd. has officially ended after ten years, with Baoneng Group having attempted to gain control since 2015, reaching a peak holding of 15% but never achieving actual control [1] - Shenzhen Zhimiao, which became the second-largest shareholder after acquiring 142 million shares for 1 billion yuan through judicial auction, was scrutinized by the Shenzhen Stock Exchange regarding its funding sources [2] - The ownership of Shenzhen Zhimiao changed hands within a year, with its shares being transferred to Zhaowei Hengfa, which subsequently began a series of share reduction announcements [2]

Core Viewpoint - Shenzhen Zhaowei Hengfa Energy Co., Ltd. plans to reduce its holdings in Shaoneng Co., Ltd. by a total of 31.4441 million shares, representing 3.00% of the company's share capital after excluding shares held in the repurchase account [1] Group 1 - The reduction will take place from November 10, 2025, to February 9, 2026, through block trading and centralized bidding [1]