法律意见书 江苏泰和律师事务所 关于东港股份有限公司 2025 年第一次临时股东大会的 法律意见书 法律意见书 江苏泰和律师事务所 关于东港股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：东港股份有限公司 江苏泰和律师事务所（以下简称"本所")接受东港股份有限公司(以下简称 "公司")的委托，就公司 2025 年第一次临时股东大会(以下简称"本次股东大 会") 召开的有关事宜，根据《中华人民共和国公司法》(以下简称"《公司法》")、 《上市公司股东会规则》(以下简称"《股东会规则》")等法律、法规和规范性 文件以及《东港股份有限公司章程》(以下简称"《公司章程》")的有关规定， 出具本法律意见书。 为出具本法律意见书，本所指派律师出席了本次股东大会，对公司本次股东 大会所涉及的有关事项进行了审查，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，并对有关问题进行了必要的核查和验证。在此基础上，本所律师 根据《股东会规则》第 6 条的要求，按照律师行业公认的业务标准、道德规范和 勤勉尽责精神，对本法律意见书出具日及以前的相关事实发表法律意见如下，并 同意公司将本法律意见书随本次股东大会决议一 ...

Group 1: Business Overview - The company's main business segments include printing, laminating, and technical services [3][4] - Printing business includes commercial ticket printing, data processing, personalized color printing, and commercial label printing [3] - Laminating business focuses on smart card manufacturing and RFID smart labels [4] Group 2: Financial Performance - Printing segment revenue decreased by 21.28% year-on-year, but gross margin improved by 3.37% due to cost control [4] - Laminating segment revenue increased by 133.81% year-on-year, with stable gross margins [4] - Technical services revenue declined by 7.09% due to policy changes affecting electronic invoice services [4] Group 3: Future Outlook - The company expects stable operations with no significant future impact from digitalization on paper products [5] - Positive growth anticipated in smart cards, document storage, and AI robot products [5] - The market for robot products is expected to be substantial, with ongoing development of various applications [5][6] Group 4: Market Expansion and Product Development - The company is expanding its education robot applications, particularly in primary and secondary education [6] - Smart card business growth attributed to an increase in customer base and order amounts [6] - The company is developing digital currency wallet capabilities and monitoring market trends for future product offerings [6]

Key Points - China Petroleum & Chemical Corporation (Sinopec) announced a cash dividend of RMB 0.088 per share, totaling RMB 10.662 billion [4] - Guokai Microelectronics is progressing with a share issuance and cash payment to acquire 94.366% of the equity in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. [5][6] - Phoenix Shipping's Vice General Manager Zhao Qiuling resigned due to work adjustments, while Wang Guozheng was appointed as the new financial director [7] - Guokai Co., Ltd. changed its stock abbreviation to Guokai Electronics, effective September 11, 2025 [8] - Xinhua Pharmaceutical's Vice General Manager Zheng Zhonghui resigned for personal reasons, holding 397,600 shares [9] - Uni-President's controlling shareholder's equity structure change was completed, transferring shares from the Ministry of Finance to Central Huijin Investment [10] - ST New Power may face delisting risk due to a negative audit opinion on its internal controls [11] - Huachuang Yuxin announced that 1.87% of its shares held by Shanghai Shiran Industrial Co., Ltd. will be auctioned [12][13] - Zhengbang Technology's subsidiary was accepted for reorganization by the court due to financial difficulties [14] - China Shipbuilding Defense's General Manager Chen Liping resigned due to work changes [15] - ST Lingnan and its former controlling shareholder are under investigation for information disclosure violations [16] - Hikvision's chairman proposed a mid-term dividend of RMB 4 per 10 shares, amounting to RMB 3.666 billion [17] - Huada Jiutian's shareholder plans to transfer 2.64% of the company's shares [18] - Poly Developments reported a signing amount of RMB 18.015 billion in August, a year-on-year decrease of 18.54% [19] - Muyuan Foods reported a revenue of RMB 11.85 billion from selling 7.001 million pigs in August, a year-on-year decrease of 12.30% [20] - Dongrui Co., Ltd. reported a revenue of RMB 160 million from selling 94,800 pigs in August, a month-on-month decrease of 5.48% [21] - Ankai Bus reported a cumulative production increase of 68.06% year-on-year [22] - Kweichow Moutai's controlling shareholder received a loan commitment of up to RMB 2.7 billion for stock repurchase [23] - Chengda Pharmaceutical's major shareholder plans to reduce its stake by 7.27% [24][25] - Kangchen Pharmaceutical's controlling shareholder plans to reduce its stake by up to 3% [26] - Koweil plans to reduce its stake by up to 2.34% [27] - Funeng Technology's shareholders plan to reduce their stake by up to 2% [28] - United Water's shareholder plans to reduce its stake by 3% [29] - Huayin Power's shareholder plans to reduce its stake by 1% [30] - Tianji Co., Ltd. reported a reduction of 0.61% in its controlling shareholder's stake [31] - Tonghuashun's controlling shareholder plans to reduce its stake by up to 138,310 shares [32] - JA Solar has not yet started its share repurchase plan [33] - Beite Technology plans to raise no more than RMB 300 million through a private placement [34] - Aerospace Hongtu signed a strategic cooperation agreement with Pakistan worth RMB 2.9 billion, which is still in preliminary stages [35][36] - Guangqi Technology signed contracts for mass production of metamaterials worth RMB 1.278 billion [37]

Core Viewpoint - Donggang Co., Ltd. has experienced fluctuations in stock price and trading volume, with a recent decline in share price and significant net outflow of funds, indicating potential investor concerns and market volatility [1][2]. Company Overview - Donggang Co., Ltd. is located in Jinan, Shandong Province, established on March 25, 1996, and listed on March 2, 2007. The company specializes in commercial bill printing and paper product processing [1]. - The main business revenue composition includes printing products (51.38%), composite products (27.90%), technical services (18.99%), and others (1.73%) [1]. Financial Performance - For the first half of 2025, Donggang Co., Ltd. achieved operating revenue of 581 million yuan, a year-on-year increase of 0.28%, and a net profit attributable to shareholders of 78.50 million yuan, a year-on-year increase of 10.87% [2]. - Since its A-share listing, the company has distributed a total of 2.03 billion yuan in dividends, with 393 million yuan distributed over the past three years [2]. Stock Market Activity - As of September 3, Donggang Co., Ltd.'s stock price was 12.30 yuan per share, with a market capitalization of 6.442 billion yuan. The stock has increased by 7.24% year-to-date but has seen a decline of 4.65% over the past five trading days [1]. - The company has appeared on the "Dragon and Tiger List" seven times this year, with the most recent appearance on March 31, where it recorded a net buy of -34.03 million yuan [1]. Shareholder Information - As of August 20, the number of shareholders for Donggang Co., Ltd. was 41,700, a decrease of 4.08% from the previous period, with an average of 12,555 circulating shares per shareholder, an increase of 4.25% [2].

Core Viewpoint - Donggang Co., Ltd. is experiencing a recovery in overall business performance, with significant growth in composite products and a positive outlook for AI robotics despite challenges in traditional printing due to digitalization [2][3]. Group 1: Business Performance - In the first half of 2025, the printing business faced a decline due to electronic impacts, but there are signs of recovery [2]. - Composite products saw over 130% year-on-year growth, driven by increased orders from both new and existing bank clients [2]. - The technical services segment, which includes document storage, electronic tickets, and AI robotics, is showing stable revenue and profit growth [2]. Group 2: Business Strategy and Development - The company is leveraging existing customer resources to expand into AI robotics, maintaining confidence in annual performance [2]. - The smart card business has a broad client base, including major state-owned banks, and has the capability to produce digital RMB wallets [3]. - The company has developed a blockchain electronic ticketing system based on proprietary technology, which is adaptable to various compliant payment tools [3]. Group 3: Corporate Governance and Structure - Since 2017, the company has operated without a controlling shareholder, ensuring a structured governance model where major decisions are made by the board and shareholders [3]. - The relationship with Ant Group involves previous investment in a subsidiary, with ongoing business connections [3]. Group 4: Future Plans and Market Position - The company aims to stabilize traditional business while aggressively developing new sectors such as smart cards, document storage, electronic tickets, and AI robotics over the next 3-5 years [3]. - Current robot applications are being developed for government and education sectors, indicating a significant demand [3]. - The company has sufficient self-funding and low debt levels, with no immediate refinancing plans, evaluating major investments as needed [3].

Group 1: Business Performance - The overall business is divided into three categories: printing, laminating, and technical services. The printing business has seen a decline due to electronic impacts, but there are signs of recovery [3] - Laminating products have experienced a year-on-year growth exceeding 130%, primarily due to increased orders from new and existing bank clients [3] - The technical services segment, which includes document storage, electronic tickets, and AI robot services, has shown stable revenue and profit growth [3] Group 2: AI Robot Business Development - The AI robot business is currently small in revenue share but is experiencing good growth trends. The company is expanding this new business based on existing customer resources [3] - The company has developed AI robot products in response to customer demands, leveraging expertise from industry professionals for product development [4] Group 3: Smart Card Business - The smart card business has a broad customer base, including major state-owned banks and over 10 provinces, cities, and autonomous regions for social security card services [4] - The company has the capability to produce digital RMB wallets and is currently working on product qualification certification [4] Group 4: Blockchain Technology - The company has developed a blockchain electronic ticketing system with proprietary technology and has registered it with relevant national authorities [4] - The blockchain platform is designed for scalability and adaptability, allowing integration with various compliant payment tools [4] Group 5: Corporate Governance - Since 2017, the company has operated without a controlling shareholder, ensuring a stable operational model through collaborative decision-making among major shareholders [5] - The company has implemented employee incentives through performance assessments and has previously conducted stock incentive plans [6] Group 6: Future Development Plans - The company aims to maintain stability in traditional businesses while aggressively developing new sectors such as smart cards, document storage, electronic tickets, and AI robots over the next 3-5 years [6] - Current applications of AI robots are primarily in government and education sectors, with positive feedback from clients [6]

Core Viewpoint - Donggang Co., Ltd. (002117) reported a rapid growth in its smart card business in the first half of the year, primarily due to customer expansion [1] Group 1: Business Performance - The smart card business experienced significant year-on-year growth, attributed to the expansion of the customer base [1] - The company is increasing production capacity to accommodate the rising orders and aims to capture a larger market share [1] - With the enhancement of production capacity, product quality, and service, the company anticipates sustained growth in the smart card business in the near future [1]

Group 1: Business Overview - The company operates in three main business segments: printing, lamination, and technical services [3][4] - Printing business includes commercial ticket printing, data processing and mailing services, personalized color printing, and commercial label printing [3] - Lamination business focuses on smart card manufacturing and RFID smart labels, covering various applications in logistics, manufacturing, and finance [4] Group 2: Financial Performance - For the first half of the year, the company achieved a revenue of CNY 581 million, remaining stable compared to the previous year [4] - Net profit attributable to shareholders was CNY 78.5 million, reflecting a growth of 10.87% year-on-year [4] - Revenue from printing products decreased by 21.28% due to the impact of digitalization, but gross margin improved by 3.37% [4] - Revenue from lamination products increased by 133.81%, with stable gross margins [4] Group 3: Challenges and Opportunities - Technical services revenue declined by 7.09% due to policy changes affecting paper-based VAT invoices [5] - The company is expanding production capacity to meet the growing demand for smart card products, driven by an increase in customer base and order amounts [6][8] - The smart card business is expected to maintain a positive growth trend in the coming years due to enhanced production capacity and service quality [8] Group 4: Market Position and Collaborations - The company serves major banks and has established long-term partnerships in the card issuance and initialization services [6] - It has developed capabilities for digital RMB products and is monitoring the market for digital currencies [6][7] - The company has a blockchain system architecture that is adaptable for various compliant payment tools [6]

Financial Performance - In the first half of 2025, the company achieved operating revenue of 581 million yuan, remaining stable compared to the same period last year [3] - Net profit attributable to shareholders was 78.5 million yuan, an increase of 10.87% year-on-year [3] - Net profit excluding non-recurring gains and losses was 75.97 million yuan, up 17.86% year-on-year [3] - Return on equity (ROE) was 5.53%, an increase of 0.97% year-on-year, while the debt-to-asset ratio decreased by 3.03% to 27.98% [3] Research and Development - R&D investment in the first half of 2025 exceeded 27 million yuan, accounting for 4.72% of sales revenue [3] Business Segments Printing Products - Revenue from printing products decreased by over 20% year-on-year due to the replacement of traditional paper invoices with electronic invoices [4] - The company anticipates that the impact of electronic replacement will stabilize, with confidence in future growth for printing business [5] Composite Products - Composite products consist mainly of smart card manufacturing and RFID tags, with smart cards accounting for the majority of revenue [4] - The growth in smart card business is attributed to an increase in the number of bank card customers and higher order amounts from existing clients [4] Market Trends - The market for bank card products is expected to maintain stable growth, benefiting from improved products and services [5] - The company is developing capabilities for digital RMB wallet production and is monitoring the development of digital currency policies and technologies [6] AI Robotics - The company has launched AI robotics targeting government and educational sectors, with positive customer feedback and expectations for significant demand [7] - AI robotics development is aligned with existing customer needs, leveraging expertise from industry veterans to enhance product offerings [7]

Financial Performance - Company reported a total revenue of 581 million yuan for the first half of 2025, a year-on-year increase of 0.28% [1] - Net profit attributable to shareholders reached 78.5 million yuan, up 10.87% year-on-year [1] - In Q2 2025, revenue was 305 million yuan, reflecting a 10.51% increase year-on-year, while net profit for the quarter was 35.6 million yuan, up 29.86% year-on-year [1] - Gross margin improved by 7.47% to 34.66%, and net margin increased by 10.56% to 13.5% [1] - Total operating expenses were 62.8 million yuan, accounting for 10.8% of revenue, a decrease of 3.85% year-on-year [1] - Earnings per share rose by 15.57% to 0.15 yuan, while net asset per share increased by 6.48% to 2.61 yuan [1] Business Evaluation - The company's return on invested capital (ROIC) was 10.45% last year, with a historical median of 12.5% over the past decade [2] - The net profit margin was reported at 13.4%, indicating a high value-added in products or services [2] - The accounts receivable situation is concerning, with accounts receivable to profit ratio reaching 218.4% [2] Business Development - The company has successfully expanded its smart card business, increasing market share and revenue significantly in 2024 [4] - The company anticipates continued growth in the smart card sector over the next 1-2 years due to enhanced competitive strength and increased production capacity [5] - The printing business remains stable, although ticket-related products have seen a decline due to electronic alternatives [6] - Technical services, particularly in document storage and digitization, have shown revenue growth, while electronic tickets and robotics are still in early stages [7][8] - The company is developing various types of robots, focusing on practical applications in government and education sectors, with plans for more products in the future [9][10] Blockchain and Dividend Policy - The blockchain business has not scaled significantly due to limited market capacity in electronic ticketing [11] - The company maintains a stable cash dividend policy, having consistently distributed cash dividends to shareholders over the years [13]