东莞控股——2025 年第二次临时股东大会法律意见书 东莞控股——2025 年第二次临时股东大会法律意见书 北京德和衡（广州）律师事务所 关于东莞发展控股股份有限公司 2025 年第二次临时股东大会的法律意见书 致：东莞发展控股股份有限公司 北京德和衡（广州）律师事务所 关于东莞发展控股股份有限公司 2025 年第二次临时股东大会的 法律意见书 二〇二五年九月 本所律师按照我国律师行业公认的业务标准、道德规范和勤勉尽职精神，对公司 本次临时股东大会的相关法律问题发表如下法律意见： 一、关于本次临时股东大会的召集和召开程序 （一）本次临时股东大会的召集 德和衡证见意见（2025）第 00177 号 东莞控股——2025 年第二次临时股东大会法律意见书 北京德和衡（广州）律师事务所（以下简称"本所"）接受东莞发展控股股份有 限公司（以下简称"公司"）的委托，指派本所律师出席并见证了公司召开 2025 年第 二次临时股东大会。根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人 民共和国证券法》（以下简称《证券法》）、中国证券监督管理委员会《上市公司股东 大会规则》（以下简称《股东大会规则》）等法律法规、规 ...

Group 1: Charging Business Overview - Dongguan Energy Company and Kangyi Chuang Company have operated 1,148 charging stations, covering 29 towns and streets, with over 540,000 users under the "Super Easy Charge" brand [2] - The charging business is currently in a cultivation period, with high initial investments leading to losses; however, the loss has narrowed by 9.93% year-on-year, amounting to a net profit loss of -15.03 million [4] - The penetration rate of new energy vehicles in Dongguan is approximately 9%, with significant growth potential compared to Guangzhou and Shenzhen [4] Group 2: Financial Performance - In the first half of the year, the company achieved a net profit of 532 million, representing a year-on-year increase of 20.51% [3] - The company's shareholding in Dongguan Securities has increased to 27.1%, with expectations for improved investment returns [3] - The company's stock price has risen by 12.55% since the beginning of the year, reflecting ongoing efforts to optimize business structure and enhance operational efficiency [4] Group 3: Future Plans and Challenges - The company is actively seeking quality asset acquisition opportunities beyond its highway operation management business, including expanding into new energy vehicle charging and financial investment services [3] - The maintenance of the Humen Bridge is expected to have minimal impact on traffic flow on the Guangshen Expressway, as alternative routes will be utilized [2] - The mid-year dividend plan will be reviewed at the shareholders' meeting scheduled for September 11 [3]

Group 1 - The company, Dongguan Development Holdings Co., Ltd., will hold a half-year performance briefing on September 9, 2025, to discuss its operating conditions for the first half of 2025 [1][4] - The briefing will be conducted in an online interactive format, allowing investors to participate and ask questions [1][2] - Key company representatives, including the Vice President and the Chief Financial Officer, will be present to answer investor inquiries during the session [1][4] Group 2 - Investors can participate in the briefing by searching for "Yao Diao Yan" in the WeChat mini-program or by scanning a provided QR code [2] - The question submission channel for investors will be open from the announcement date until the briefing [1][3]

Core Viewpoint - Dongguan Development Holdings Co., Ltd. is set to hold a half-year performance briefing on September 9, 2025, to provide investors with insights into its operational performance for the first half of 2025 [1][2]. Group 1: Meeting Details - The performance briefing will take place on September 9, 2025, from 15:00 to 17:00 [1]. - The meeting will be conducted in an interactive online format, allowing investors to engage directly [1]. - The company will collect questions from investors in advance, with the question submission channel open from the date of the announcement [1]. Group 2: Company Representatives - The meeting will feature company representatives including Mr. Lin Yongsen, the Vice President and Secretary of the Board, and Mr. Li Xuejun, the Vice President and Chief Financial Officer, who will address investor inquiries [1]. Group 3: Investor Participation - Investors can participate by searching for "Yao Diao Yan" in the WeChat mini-program and selecting "Online Briefing" to find "Dongguan Holdings" [2]. - Alternatively, investors can scan a provided QR code to access the participation platform [2].

Core Viewpoint - Dongguan Holdings (000828) announced that it will hold a half-year performance briefing on September 9, 2025, from 15:00 to 17:00 [1] Company Summary - The company is scheduled to provide insights into its financial performance for the first half of 2025 during the upcoming briefing [1]

召开方式：网络互动方式 二、公司出席人员 股票代码：000828 股票简称：东莞控股 公告编号：2025-043 东莞发展控股股份有限公司 关于召开 2025 年半年度业绩说明会的公告 | 本公司及董事会全体成员保证信息披露的内容真实、准确、完 | | --- | | 整，没有虚假记载、误导性陈述或重大遗漏。 | 东莞发展控股股份有限公司（以下简称"公司""本公司"）已 于 2025 年 8 月 26 日在巨潮资讯网（http://www.cninfo.com.cn）披露 《公司 2025 年半年度报告》。 为便于广大投资者进一步了解公司 2025 年半年度经营情况，公 司定于 2025 年 9 月 9 日（星期二）举行 2025 年半年度业绩说明会。 本次网上业绩说明会将采用网络互动的方式举行，投资者可登录"约 调研"小程序参与互动交流。为广泛听取投资者的意见和建议，提前 向投资者征集问题，提问通道自发出公告之日起开放。 一、说明会时间和方式 召开时间：2025 年 9 月 9 日下午 15:00-17:00 投资者依据提示，授权登录"约调研"小程序，即可参与交流。 敬请广大投资者积极参与。 特此公告 东莞 ...

Group 1 - The company, Dongguan Holdings (000828.SZ), has no current plans for stock repurchase or cancellation [2]

Core Viewpoint - The white liquor sector has seen a significant increase in stock prices, with a notable rise in the index by over 13% since August, driven by investor interest amid low valuations and recent institutional buying activity [1][2][6]. Group 1: Market Performance - As of August 29, several white liquor stocks have shown strong performance, with Jinhuijiu rising over 6%, and others like Shede Liquor and Gujing Gongjiu increasing by over 4% [1][2]. - The white liquor index has increased by more than 13% since the beginning of August [1]. Group 2: Institutional Investment - Central Huijin has increased its holdings in white liquor ETFs, acquiring 121 million shares, bringing its total to 581 million shares, making it the third-largest holder [4][5]. - This move is seen as a long-term strategy to stabilize the market, particularly in the context of the white liquor sector's recent downturn [6]. Group 3: Financial Performance of Companies - Many white liquor companies have reported significant declines in revenue and profit for the first half of 2025, with companies like Kuaijiu and Shede Liquor experiencing double-digit drops [7][9]. - In contrast, leading companies like Kweichow Moutai and Wuliangye have reported growth, with Kweichow Moutai achieving a revenue of 91.094 billion yuan, up 9.16% year-on-year [10][11]. Group 4: Industry Trends - The white liquor industry is facing challenges, with a reported 5.8% decline in production for the first half of 2025 and increasing inventory issues among distributors [12]. - The average inventory turnover days have reached 900 days, indicating potential overstocking and pricing issues [12]. - Analysts suggest that the industry may be approaching a cyclical bottom, with expectations for a recovery in performance by mid-2026 [13].

New Consumption - The company achieved total operating revenue of 1.769 billion yuan in H1 2025, a year-on-year increase of 30.83% [2][8] - The total profit reached 241 million yuan, up 7.17% year-on-year, while the net profit attributable to shareholders was 186 million yuan, reflecting a growth of 5.21% [2][10] - The main brand, Marubi, maintained its position as the "No. 1 domestic brand in eye care" and the PL brand won the "Most Influential Makeup and Fragrance Brand" award [2][9] Machinery/Building Materials - The company reported operating revenue of 161 million yuan in H1 2025, a significant increase of 51.66% year-on-year, with a net profit of 23 million yuan, up 199.23% [12][15] - The balance machine business showed steady growth, while automation equipment and software information systems contributed significantly to performance [13][15] - The company is recognized as a leader in domestic balance machines, with new orders expected to increase as the company expands into high-end equipment manufacturing markets [15] Transportation - The company achieved approximately 766 million yuan in revenue in H1 2025, a decrease of 8.57% year-on-year, while the net profit was approximately 532 million yuan, an increase of 20.51% [16][17] - The main business of highways remains stable, with a significant increase in net profit in Q2 2025 due to the recovery of previously provisioned losses [16][17] - The company plans to distribute a cash dividend of 0.15 yuan per share, indicating a commitment to shareholder returns [16][18] North Exchange - The company reported revenue of 237 million yuan in H1 2025, a year-on-year increase of 7%, with a net profit of 52.68 million yuan, up 14% [20][21] - The domestic revenue grew by 31%, while overseas revenue faced challenges [21] - The company is actively developing new products in nuclear power and data center sectors, which are expected to drive future growth [21][22] Hydraulic Industry - The company achieved revenue of 344 million yuan in H1 2025, a year-on-year increase of 13%, with a net profit of 67.32 million yuan, up 40% [31][32] - The growth was driven by strong demand for dump truck cylinders and oil-gas springs, with significant improvements in gross margins [32][33] - The company is expanding into new fields such as autonomous driving and industrial robotics, indicating a strategic shift towards innovative applications [34][35]

Investment Rating - The report maintains an "Accumulate" rating for Dongguan Holdings [3] Core Views - Dongguan Holdings reported a significant increase in net profit attributable to shareholders, with a year-on-year growth of 20.5% in the first half of 2025, driven by a recovery in bad debt provisions [1][7] - The company is focusing on its core business in the Guangdong-Hong Kong-Macao Greater Bay Area, optimizing its business structure by reducing non-core investments [7] - The company has committed to a stable cash dividend of no less than 0.475 CNY per share from 2025 to 2027, with a proposed interim dividend of 0.15 CNY per share for 2025 [7] Financial Performance - In the first half of 2025, the company achieved operating revenue of 770 million CNY, a decrease of 8.6% year-on-year, while net profit attributable to shareholders reached 530 million CNY, an increase of 20.5% [1] - The second quarter of 2025 saw operating revenue of 400 million CNY, down 6.3% year-on-year, but net profit attributable to shareholders surged by 699.2% to 310 million CNY [1] - The company’s gross profit margin improved to 68.9%, with the highway business achieving a gross margin of 75.6% [7] Financial Data and Valuation - The projected net profit attributable to shareholders for 2025-2027 is estimated at 1.014 billion CNY, 941 million CNY, and 942 million CNY respectively, with corresponding PE ratios of 12.4x for 2025 [2][7] - The company’s total market capitalization is approximately 12.5 billion CNY, with a current share price of 12.07 CNY [3] - Key financial ratios include a return on equity (ROE) of 10.4% and a debt-to-asset ratio of 37.1% [3]