北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于悍高集团股份有限公司 2026 年第一次临时股东会的 法律意见书 国枫律股字［2026］A 0024 号 致：悍高集团股份有限公司（贵公司） 北京国枫律师事务所（以下称"本所"）接受贵公司的委托，指派律师出席 并见证贵公司 2026 年第一次临时股东会（以下称"本次会议"）。 本所律师根据《中华人民共和国公司法》（以下称"《公司法》"）、《中 华人民共和国证券法》（以下称"《证券法》"）、《上市公司股东会规则》（以 下称"《股东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下称"《证 券法律业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下称 "《证券法律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《悍 高集团股份有限公司章程》（以下称"《公司章程》"）的规定，就本次会议的召 集与召开程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等事 宜，出具本法律意见书。 对本法律意见书 ...

Core Insights - The event "Journey of Value Discovery for Listed Companies" in Foshan showcased Hanhigh Group as a benchmark enterprise in China's home hardware manufacturing, providing investors with insights into the company's growth logic through on-site visits and executive dialogues [1][4] Group 1: Company Overview - Hanhigh Group, a national high-tech enterprise, has accumulated over 1,100 patents and participated in drafting three industry standards, winning more than 30 international design awards [2] - The company has maintained a compound annual growth rate (CAGR) of over 30% in revenue over the past three years, emphasizing its commitment to high-quality development in the industry [2] Group 2: Product and Innovation - The visit to the Original Home Hardware Museum deepened investors' understanding of Hanhigh's product capabilities and design philosophy, showcasing a range of products that reflect the company's keen insight into user needs and a pursuit of craftsmanship [2] - Hanhigh integrates practical functionality with aesthetic value through continuous design iteration and technological breakthroughs, positioning its hardware products as artful creations [2] Group 3: Management Insights - Hanhigh's Vice General Manager and Board Secretary, Xia Qi, outlined the company's journey since its establishment in 2004, highlighting its vision to become a leading global home hardware manufacturer and its transition from single manufacturing to design innovation and scenario-based solutions [3] - The company aims to increase R&D investment, optimize products and services, and seize market opportunities arising from home automation and consumer upgrades, ensuring sustainable long-term development [3] Group 4: Investor Engagement - The event facilitated a lively interaction where investors inquired about the company's technological advantages, market expansion strategies, and future plans, with management providing detailed responses [3] - The series of activities aims to create a communication platform between investors and quality listed companies, enhancing resource allocation efficiency in the capital market [4]

Investment Rating - The report maintains a positive outlook on the building materials industry, indicating a "Look Forward" investment rating [3][4]. Core Insights - The real estate sector has experienced a downturn for five consecutive years, but there are emerging positive signals that warrant attention. The building materials industry has faced pressures such as declining demand, credit risk expansion, cost disturbances, and intensified competition [4][5]. - Over the past five years, the industry has undergone significant capacity clearance, with a cumulative decline of 38% in waterproof materials production from 2021 to 2024. In contrast, the top three companies in this sector have seen a revenue decline of only 20.9%, indicating a rapid increase in industry concentration [4][5]. - Strategic transformations have been completed by several leading building materials companies, enhancing their competitive positions and adapting to market changes. Companies like Dongfang Yuhong and Keshun have successfully restructured their channels and expanded into new markets [6]. - There is an anticipated surge in renovation demand due to the aging housing stock, with a significant portion of homes being over 20 years old. The report predicts that by 2025, second-hand housing transactions will account for 70% of the market, which will likely stimulate renovation activities [7][9]. - Policy adjustments have been noted, with government signals indicating support for the real estate sector, including tax incentives for housing transactions. This is expected to positively influence market sentiment and investment in the building materials sector [9]. Summary by Sections Industry Overview - The building materials industry has faced five years of challenges, but recent developments suggest a potential recovery. The report emphasizes the importance of viewing the industry from a long-term perspective [4][5]. Capacity and Production - The report highlights a significant reduction in production capacity across various segments, including a 38% decline in waterproof materials and a 1.6 billion ton reduction in cement capacity, which has alleviated supply pressures [4][5]. Strategic Transformations - Notable companies have successfully navigated strategic transformations, with improvements in asset quality and revenue growth. For instance, Dongfang Yuhong has seen a substantial increase in retail business revenue [6]. Demand Dynamics - The report anticipates a shift in demand dynamics, particularly in the renovation market, driven by an aging housing stock and changing consumer preferences. This is expected to lead to increased demand for building materials [7]. Policy Environment - Recent policy changes are viewed as supportive of the real estate market, with indications of government backing for housing transactions and urban renewal initiatives [9]. Investment Recommendations - The report suggests focusing on core consumer building materials stocks, particularly those positioned to benefit from anticipated increases in construction activity and renovation demand [9].

Core Insights - The event "Journey of Value Discovery for Listed Companies" in Foshan showcased Hanhigh Group as a benchmark enterprise in the home hardware manufacturing sector, providing investors with an opportunity to gain insights into the company's growth logic through on-site visits and executive dialogues [1][4] Company Overview - Hanhigh Group's headquarters, covering nearly 40,000 square meters, exemplifies the company's innovative spirit with a blend of technology and fashion design [2] - As a national high-tech enterprise, Hanhigh has accumulated over 1,100 patents, participated in drafting three industry standards, and won more than 30 international design awards [2] - The company has achieved a compound annual growth rate of over 30% in revenue over the past three years, indicating strong business performance [2] Product and Innovation - The original home hardware museum visit deepened investors' understanding of Hanhigh's product capabilities and design philosophy, showcasing a range of products that reflect the company's keen insight into user needs and commitment to quality craftsmanship [2] - Hanhigh integrates practical functionality with aesthetic value through continuous design iterations and technological breakthroughs, positioning its products as both functional and artistic [2] Market Strategy and Future Plans - Hanhigh's vision since its establishment in 2004 has been to create a leading world-class home hardware enterprise, transitioning from single manufacturing to design innovation and scenario-based solutions [3] - The company has expanded its market presence to over 110 countries and regions, including Europe, the Middle East, and Southeast Asia, through sustained product innovation and reliable quality service [3] - Hanhigh plans to continue increasing R&D investment, optimizing products and services, and seizing market opportunities arising from home automation and consumer upgrades to ensure long-term sustainable growth [3]

Group 1 - The core viewpoint of the news is that Hanhigh Group has shown positive financial performance with significant growth in revenue and net profit, alongside active trading activity in its stock [1][2]. - As of January 19, Hanhigh Group's stock price increased by 0.05%, with a trading volume of 171 million yuan and a net financing purchase of 4.31 million yuan [1]. - The company reported a revenue of 2.497 billion yuan for the period from January to September 2025, representing a year-on-year growth of 24.26%, and a net profit of 483 million yuan, which is a 38.07% increase compared to the previous year [2]. Group 2 - Hanhigh Group's main business segments include basic hardware (44.95%), storage hardware (28.67%), kitchen and bathroom hardware (12.80%), outdoor furniture (8.56%), and other products (2.69%) [1]. - The number of shareholders for Hanhigh Group decreased by 16.36% to 20,400 as of November 28, while the average number of circulating shares per person increased by 19.56% to 1,708 shares [2]. - The company has distributed a total of 144 million yuan in dividends since its A-share listing [3]. Group 3 - As of September 30, 2025, the top shareholders of Hanhigh Group include several new institutional investors, with the largest being the CCB Advanced Manufacturing Mixed Fund, holding 897,800 shares [3]. - Other significant shareholders include Hong Kong Central Clearing Limited and various CCB mixed funds, all of which are new entrants in the shareholder list [3].

Core Viewpoint - The company emphasizes its commitment to investor returns and has established a clear shareholder dividend return plan for the next three years (2025-2027) [1] Group 1 - The company has developed a specific shareholder dividend return plan, which can be found in the announcement titled "Hankao Group Co., Ltd. Future Three-Year (2025-2027) Shareholder Dividend Return Plan" [1] - The company will strictly adhere to regulatory requirements and fulfill relevant information disclosure obligations in a timely manner [1] - The company aims to safeguard investors' rights to information and returns [1]

Company Overview - Established in 2004, the company has over 20 years of experience in the home hardware industry, evolving through various stages including initial setup, brand development, smart upgrades, and public listing [2][3] - Core business includes three main categories: storage hardware, basic hardware, and kitchen & bathroom hardware, with a strategic focus on high-end outdoor furniture [2][3] Market Trends - The home hardware industry is experiencing four key trends: 1. Increased demand for renovation in existing homes, leading to a replacement cycle for high-frequency, easily worn components [4] 2. Consumer upgrade driven by demands for brand strength, design, quality stability, and smart features, with a shift towards leading companies in the mid-to-high-end market [4] 3. Development of integrated home solutions, where suppliers with a full product matrix and system solutions can build competitive barriers [4] 4. Acceleration of domestic brand replacement, with local brands capturing market share from foreign brands due to cost-effectiveness and rapid response capabilities [4] Performance Growth - The company's growth is driven by a differentiated competition strategy: 1. Brand differentiation with a focus on high-end original positioning, resulting in 1,193 domestic and international patents and multiple international design awards as of June 30, 2025 [5] 2. Product differentiation through a diverse product matrix tailored to user needs, emphasizing smart and scenario-based innovations [6] 3. Production differentiation with a fully automated production system that combines scale production with lean management, achieving industry-leading capacity utilization and quality rates [6] 4. Channel differentiation with a sales network covering 191 cities, integrating multiple sales channels for deep collaboration and risk mitigation [6] Product Innovation - The company is committed to consumer-driven innovation, continuously advancing smart product development, including electric lift baskets, smart sinks, and smart lighting [7] - Future plans include deepening R&D investments in smart products and exploring strategic partnerships with leading smart home companies [7] Brand Promotion - Brand promotion strategies focus on three areas: 1. Industry promotion through participation in major trade shows to showcase product innovations and strengthen industry influence [9] 2. Market promotion with over 80 new product launches annually to communicate core product values to distributors and partners [9] 3. Consumer promotion by enhancing brand presence on mainstream media platforms, leading in search volume and follower accumulation in the hardware category [9] Employee Incentives - The company plans to implement diverse incentive tools to motivate core employees, focusing on team stability and talent retention [10] Investor Returns - The company emphasizes investor returns with a clear shareholder dividend plan, detailed in the company's announcements for the 2025-2027 period [12]

Core Viewpoint - The Chinese damping hinge industry is undergoing a critical phase of structural adjustment and technological innovation, with a projected market size of approximately 27.354 billion yuan in 2024, reflecting a year-on-year growth of 7.33% [1][9]. Industry Overview - Damping hinges, also known as hydraulic hinges or buffer hinges, utilize hydraulic buffering technology to achieve a slow closing of doors, effectively reducing impact and ensuring a quiet and smooth closure [2]. - The market for damping hinges is expanding beyond high-end custom furniture into broader home markets due to increasing consumer demand for "quietness, safety, and high durability" [1][9]. Industry Chain - The upstream of the damping hinge industry includes raw materials such as stainless steel, alloy elements, hydraulic oil, plastics, rubber, and various production equipment [4]. - The midstream involves the manufacturing of damping hinges, while the downstream applications span across furniture, automotive, medical devices, and industrial equipment [4]. Market Size - The damping hinge market is expected to grow significantly, driven by the rise of smart homes and the integration of damping technology with IoT sensors, creating new intelligent application scenarios [1][9]. - There is also a growing demand for specialized damping hinges in sectors like automotive and medical equipment, which require unique performance characteristics [1]. Key Companies' Performance - The competitive landscape of the damping hinge industry is characterized by a low market concentration but strong advantages for leading companies [10]. - Guangdong Topstrong's damping hinges feature a "two-stage force buffering" technology, while Star徽精密 focuses on high-end manufacturing for international brands [10][11]. - In the first three quarters of 2025, Topstrong reported a revenue of 689 million yuan, a year-on-year decrease of 13.48%, while its net profit increased by 222.32% to 12 million yuan [10]. Industry Development Trends 1. **Technological Innovation**: The industry is transitioning from traditional hydraulic buffering to smart damping and lightweight solutions, with advancements in digital design technologies and new damping materials [12]. 2. **Market Demand Diversification**: The demand structure is shifting, with traditional furniture markets stabilizing while new applications in automotive, 3C electronics, and smart homes are expected to drive significant growth [12]. 3. **Industry Consolidation**: The damping hinge industry is moving towards consolidation, with leading companies leveraging scale, technology, and capital advantages to increase market share, while smaller firms face challenges due to overcapacity and stricter environmental regulations [13].

Core Viewpoint - The company Tubaobao plans to sell approximately 19.8% of its shares in Daziran China for 400 million yuan, while also engaging in a strategic partnership involving asset injection into joint ventures [2][3]. Group 1: Transaction Details - Tubaobao will sell its stake in Daziran China to its actual controller, She Xuebin, for 400 million yuan, aiming to optimize its asset structure and focus on core business [3]. - The transaction includes a provision for Daziran China to restructure and inject specific assets into joint ventures, after which Tubaobao will acquire specific equity in these joint ventures for 305 million yuan [5]. Group 2: Financial Performance of Daziran China - Daziran China reported total assets of approximately 504.92 million yuan and total liabilities of about 372.76 million yuan as of December 31, 2024 [4]. - For the first three quarters of 2025, Daziran China experienced a loss exceeding 72 million yuan despite generating revenue of 164.56 million yuan [4]. Group 3: Tubaobao's Investment Strategy - Tubaobao is recognized as a prominent supplier in the furniture board industry and has a strong investment portfolio, including stakes in companies like Hanhigh Group and Lianxiang Co., which are either listed or in the process of going public [6]. - The company holds approximately 740,000 shares in Hanhigh Group, which saw a stock price increase of over 400% upon its listing in July 2025 [6].

Core Viewpoint - The company held its 15th meeting of the second board of directors on January 7, 2026, where key resolutions were passed, including the nomination of an independent director candidate and the proposal to hold the first extraordinary general meeting of 2026 on January 23, 2026 [1][2][5]. Group 1: Board Meeting Resolutions - The board approved the nomination of Ms. Li Dan as an independent director candidate, pending her qualification review by the Shenzhen Stock Exchange [2][10]. - The voting results for the nomination were unanimous, with 6 votes in favor and no votes against or abstentions [3][6]. - The independent director candidate has committed to obtaining the necessary qualifications and training [10]. Group 2: Extraordinary General Meeting - The company plans to hold the first extraordinary general meeting of 2026 on January 23, 2026, using a combination of on-site and online voting [5][13]. - The meeting will take place at the company's headquarters in Shunde, Guangdong Province, and the registration date for shareholders is set for January 16, 2026 [19][18]. - Specific voting times for the online platform are scheduled for January 23, 2026, with detailed procedures provided for shareholders [16][27].