关于华邦生命健康股份有限公司 2025 年第一次临时股东会的法律意见书 北京市时代九和律师事务所 关于华邦生命健康股份有限公司 2025 年第一次临时股东会的法律意见书 致：华邦生命健康股份有限公司 北京市时代九和律师事务所（以下简称"本所"）根据华邦生命健康股份有限 公司（以下简称"贵公司"）的委托，指派律师出席贵公司 2025 年第一次临时股东 会（以下简称"本次股东会"）。本所律师依据《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（以下简称"中国证监会"）《上市公司股东会规则》（以 下简称"《股东会规则》"）、其他相关法律、法规、规范性文件以及《华邦生命 健康股份有限公司章程》（以下简称"《公司章程》"）的有关规定，出具本法律 意见书。 本所及经办律师依据《证券法》、《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经发 生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行 了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发表的 ...

Group 1 - The actual controller of Huabang Health, Mr. Zhang Songshan, has notified the company about the release of part of his pledged shares [1] - As of the announcement date, Mr. Zhang and his associates have pledged shares, including those held by Chongqing Huibang Zhuoyuan Technology Co., Ltd., Mr. Zhang Yizhuo, and Ms. Zhao Danlin [1] - The announcement includes a commitment from the company and its board to ensure the accuracy and completeness of the disclosed information [1][2] Group 2 - The company has provided documents for reference, including a notice of release of securities pledge registration and a detailed list of securities pledges and judicial freezes issued by China Securities Depository and Clearing Corporation Limited [2]

Core Viewpoint - Huabang Health announced the release of stock pledges by its actual controller, Mr. Zhang Songshan, involving 29,910,000 shares, which represents 25.54% of his holdings and 1.51% of the company's total share capital [1] Summary by Relevant Categories Company Actions - The actual controller of Huabang Health, Mr. Zhang Songshan, has completed the stock pledge release process at Bohai International Trust Co., Ltd [1] Shareholder Impact - The number of shares released from pledge amounts to 29,910,000, accounting for 25.54% of Mr. Zhang's total shareholdings [1] - This release also constitutes 1.51% of the total share capital of Huabang Health [1]

Summary of Key Points Core Viewpoint - The announcement details the release of share pledges by the actual controller of Huabang Life Health Co., Ltd., Zhang Songshan, indicating a potential shift in the company's financial strategy and shareholder confidence [1]. Group 1: Share Pledge Release - Zhang Songshan will release a total of 29,910,000 shares from pledge, which accounts for 1.51% of his holdings and 0.1% of the company's total shares [1]. - The release of the pledge is scheduled for October 24, 2024, with the original pledge date being September 1, 2025 [1]. Group 2: Pledge Status of Shareholders - As of the announcement date, Zhang Songshan and his associates have a total of 543,010,887 shares pledged, representing 27.43% of their holdings and 18.89% of the company's total shares [1]. - The total number of pledged shares includes 268,990,000 shares, which is 49.54% of the total shares held by the group [1].

证券代码：002004 证券简称：华邦健康 公告编号：2025043 华邦生命健康股份有限公司 关于实际控制人部分股份解除质押的公告 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。 华邦生命健康股份有限公司（以下简称"公司"）于近日接到公司实际控制 人张松山先生的通知，获悉其将所持有本公司的部分股份办理解除质押业务,具 体情况如下： 一、本次解除质押基本情况 | 股东 名称 | 是否为控股股东或第一 大股东及其一致行动人 | 本次解除质押 股份数量 （股） | 占其所持股 份比例 | 占公司总股 本比例 | 质押起始日 | 解除质押日期 | 质权人 | | --- | --- | --- | --- | --- | --- | --- | --- | | 张松山 | 是 | 29,910,000 | 25.54% | 1.51% | 2024.10.24 | 2025.09.01 | 渤海国际信托 股份有限公司 | 二、张松山先生及其一致行动人股份累计质押基本情况 截至本公告披露日，张松山先生及其一致行动人重庆汇邦卓远科技有限公司 （以下简称"汇邦卓远"）、张 ...

Group 1 - The genetically modified (GM) concept sector declined by 1.81%, ranking among the top declines in concept sectors as of the market close on August 28 [1] - Within the GM sector, major decliners included Top Cloud Agriculture, Longping High-Tech, and Da Bei Nong, while New An Co., Ba Tian Co., and Hua Bang Health saw slight increases of 0.57%, 0.56%, and 0.41% respectively [1] - The top gainers in other concept sectors included Copper Cable High-Speed Connection (+5.61%), Co-Packaged Optics (+5.13%), and F5G Concept (+5.12%) [1] Group 2 - The GM sector experienced a net outflow of 217 million yuan, with 13 stocks seeing net outflows, and 10 stocks with outflows exceeding 10 million yuan [1] - Top Cloud Agriculture had the highest net outflow of 53.95 million yuan, followed by Longping High-Tech (35.27 million yuan) and Da Bei Nong (22.89 million yuan) [1] - New An Co. and Dunhuang Seed Industry were the only stocks in the GM sector to see net inflows, with 5.72 million yuan and 0.38 million yuan respectively [2]

Group 1 - The stock price of Huabang Health closed at 4.85 yuan on August 27, down 0.12 yuan, representing a decline of 2.41% from the previous trading day [1] - The trading volume on that day was 465,284 hands, with a total transaction amount of 228 million yuan [1] - Huabang Health's main business includes three sectors: pharmaceutical health, agricultural chemical new materials, and tourism services [1] Group 2 - The company is a significant producer of pesticide raw materials and formulations in China, with strong competitiveness in the dermatological medication field [1] - The latest announcement indicates that the controlling shareholder, Chongqing Huibang Zhuoyuan Technology Co., Ltd., has released the pledge of 19 million shares, accounting for 5.13% of its holdings [1] - As of the announcement date, the controlling shareholder and its concerted parties have pledged a total of 29.89 million shares, representing 15.10% of the company's total share capital [1] Group 3 - On August 27, the net outflow of main funds was 10.28 million yuan, while the cumulative net inflow of main funds over the past five days was 40.855 million yuan [1]

Core Viewpoint - Huabang Health announced the release of 19,000,000 shares from pledge by its controlling shareholder, Chongqing Huibang Zhuoyuan Technology Co., Ltd. [1] Company Summary - The controlling shareholder, previously known as Tibet Huibang Technology Co., Ltd., has notified the company about the release of pledged shares [1].

Group 1 - Chongqing Huibang Zhuoyuan Technology Co., Ltd. and Zhang Songshan pledged a total of 48.91 million shares of Huabang Health, accounting for 2.47% of the total share capital [1] - The details of the pledges include 19 million shares to Zheshang Securities and 2.49 million shares to Southwest Securities, with the pledges starting on August 25, 2025 [1] - As of the announcement date, Chongqing Huibang Zhuoyuan Technology Co., Ltd. has pledged 204 million shares, representing 55.07% of its total holdings, while Zhang Songshan has pledged 91.82 million shares, accounting for 78.41% of his total holdings [1] Group 2 - Huabang Health reported a main revenue of 5.945 billion yuan for the first half of 2025, a year-on-year increase of 0.39%, and a net profit attributable to shareholders of 388 million yuan, up 23.9% year-on-year [3] - In Q2 2025, the company achieved a single-quarter revenue of 3.124 billion yuan, a 3.91% increase year-on-year, and a net profit of 204 million yuan, reflecting a 29.22% year-on-year growth [3] - The company's debt ratio stands at 46.17%, with investment income of 45.6045 million yuan and financial expenses of 110 million yuan, while the gross profit margin is 36.28% [3]

Group 1: Company Strategy and Performance - The company is committed to a "big health" development strategy, focusing on pharmaceuticals and medical services, and aims to enhance its full industry chain model, which includes raw materials, formulations, functional skincare products, and health management [2][3]. - For the first half of 2025, the company achieved a total revenue of CNY 594.5 million, a year-on-year increase of 0.39%, and a net profit attributable to shareholders of CNY 38.8 million, up 23.90% [3][4]. Group 2: Financial Health and Assets - As of June 30, 2025, the company's goodwill stood at CNY 2.032 billion, accounting for 6.85% of total assets, primarily from acquisitions of subsidiaries [4]. - The company maintains a good cash flow and plans to distribute a cash dividend of CNY 2 per 10 shares, pending approval at the upcoming shareholder meeting [6]. Group 3: Business Segments and Growth Areas - The pharmaceutical segment is seeing steady growth, with new product approvals and a focus on expanding market share in both prescription and retail markets [7][13]. - The agricultural chemical segment reported revenue of CNY 3.45 billion in the first half of 2025, a 3.26% increase year-on-year, with net profit rising by 436.21% [11]. - The tourism segment is leveraging its diverse resources across several 5A scenic areas, with a focus on enhancing visitor experience and increasing marketing efforts [12][13]. Group 4: Future Outlook and Investment Value - The company plans to continue expanding its pharmaceutical and healthcare services, with new product development and market expansion as key growth drivers [13][14]. - The company emphasizes its strong asset base, with three listed subsidiaries that are leaders in their respective fields, and a commitment to maintaining high dividend payouts [15].