江苏金禾律师事务所 Jiangsu Golden Harvest Law Firm 关于东华能源股份有限公司 控股股东一致行动人完成增持公司股份的 法律意见书 江苏金禾律师事务所 中国 南京 中山南路 8号苏豪大厦 10 楼 邮编 210005 Add: 10F,Suhao Building,8 South Zhongshan Road,Nanjing,China 电话（Tel）: 025-84723732 传真(Fax) : 025-84730252 江苏金禾律师事务所 法律意见书 江苏金天律师事务所 关于东华能源股份有限公司 控股股东一致行动人完成增持公司股份的 法律意见书 致:东华能源股份有限公司 江苏金禾律师事务所(以下简称"本所")接受东华能源股份有限公司(以 下简称"公司"、"东华能源"）的委托，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》")、 《上市公司收购管理办法》〈以下简称"《收购管理办法》")、《深圳证券交 易所上市公司自律监管指引第10号 -- 股份变动管理》等法律、行政法规、规范 性文件的规定,就公司控股股东一致行动人马森能 ...

Core Viewpoint - Donghua Energy (002221.SZ) has received a notification from Donghua Petroleum and its concerted party, Massen Energy (Zhangjiagang) Co., Ltd., regarding the increase in shareholding, indicating a strategic move to enhance ownership in the company [1] Summary by Categories Shareholding Increase - Massen Zhangjiagang has increased its shareholding in Donghua Energy by acquiring a total of 20,190,700 shares, which represents 1.28% of the company's total share capital [1] - The total amount spent on this share acquisition is approximately 179.47 million yuan, excluding transaction fees [1]

证券代码：002221 证券简称：东华能源 公告编号：2025-066 东华能源股份有限公司 关于控股股东一致行动人增持公司股份进展暨权益变动达到 1% 一、增持计划的基本情况 东华能源股份有限公司（以下简称"公司"）控股股东东华石油（长江）有 限公司（以下简称"东华石油"）及其一致行动人基于对公司未来发展的信心以 及公司价值的认可，同时为提升投资者信心，稳定公司股价，维护中小股东利益， 计划自 2025 年 4 月 9 日起 6 个月内，通过集中竞价等深圳证券交易所允许的方 式增持公司股份，拟增持股份比例不低于公司总股本的 1.9%，且不超过公司总 股本的 2%。本次增持计划不设置固定价格区间，择机实施增持计划。 本次增持计划的具体内容详见公司于 2025 年 4 月 9 日在巨潮资讯网上披露 的《关于控股股东及其一致行动人增持股份计划的公告》（公告编号：2025-020）。 二、增持计划的进展及实施情况 2025 年 9 月 24 日，公司披露了控股股东及其一致行动人增持股份计划进展 公告，具体内容详见公司在巨潮资讯网上披露的《关于控股股东一致行动人增持 公司股份进展暨权益变动达到 1%的公告》（公告编号 ...

Market Overview - The refining and trading sector experienced a decline of 0.19% on September 29, with Compton leading the drop [1] - The Shanghai Composite Index closed at 3862.53, up 0.9%, while the Shenzhen Component Index closed at 13479.43, up 2.05% [1] Stock Performance - Daqing Huake (000985) saw a significant increase of 10.00%, closing at 19.91 with a trading volume of 59,900 shares and a turnover of 117 million yuan [1] - Other notable gainers included Bohui Co. (300839) with a 4.42% increase, Baocao Co. (002476) up 2.10%, and Maohua Shihua (000637) rising by 1.95% [1] - Conversely, Compton (603798) led the declines with a drop of 3.70%, closing at 16.64, alongside Rongsheng Petrochemical (002493) down 3.24% [2] Capital Flow - The refining and trading sector saw a net outflow of 66.36 million yuan from institutional investors, while retail investors contributed a net inflow of 2.50 million yuan [2] - The main stocks with significant capital inflow included Daqing Huake with 39.99 million yuan and China Petroleum (601857) with 35.17 million yuan [3] - Notably, Baocao Co. experienced a net inflow of 20.54 million yuan from institutional investors, despite a net outflow from retail investors [3]

Core Viewpoint - The Shanghai Composite Index fell by 0.65% on September 26, with the oil and petrochemical sector leading the gains, increasing by 1.17% [1] Industry Summary - The oil and petrochemical sector saw a net inflow of 78.76 million yuan, with 32 out of 47 stocks in the sector rising [1] - The top three stocks with the highest net inflow were Hengyi Petrochemical (67.72 million yuan), China Petroleum (67.71 million yuan), and Hengli Petrochemical (46.23 million yuan) [1] - The sectors with the largest declines were computer and electronics, with decreases of 3.26% and 2.75% respectively [1] Company Summary - Hengyi Petrochemical experienced a significant increase of 6.89% with a turnover rate of 2.00% and a net inflow of 67.72 million yuan [1] - China Petroleum rose by 0.25% with a turnover rate of 0.07% and a net inflow of 67.71 million yuan [1] - Hengli Petrochemical increased by 3.48% with a turnover rate of 0.67% and a net inflow of 46.23 million yuan [1] - The companies with the largest net outflows included Tongkun Co. (10.3 million yuan), Donghua Energy (35.13 million yuan), and Rongsheng Petrochemical (26.22 million yuan) [1][2]

| 交易日期 | 证券代码 | 证券简称 | 成交价格 | 成交量 | 成交金额 买方营业部 | 卖方营业部 | | --- | --- | --- | --- | --- | --- | --- | | | | | (元) | (万股/万份) | (万元) | | | 2025-09-26 | 002221 | 东华能源 | 8.88 | 210.00 | 1,864.80中信建投证券股份 | 申万宏源证券有限 | | | | | | | 有限公司南京龙园 | 公司常山定阳北路 | | | | | | | 西路证券营业部 | 证券量非部 | | 2025-09-26 | 002221 | 东华能源 | 8.88 | 145.00 | 1,287.6中信建投证券股份 | 申万宏源证券有限 | | | | | | | 有限公司南京龙园 | 公司常山定阳北路 | | | | | | | 西路证券营业部 | 证券营业部 | 9月26日，东华能源大宗交易成交355万股，成交额3152.4万元，占当日总成交额的10.34%，成交价8.88 元，较市场收盘价8.91元折价0.34%。 ...

Market Overview - On September 25, the refining and trading sector rose by 0.05% compared to the previous trading day, with Donghua Energy leading the gains [1] - The Shanghai Composite Index closed at 3853.3, down 0.01%, while the Shenzhen Component Index closed at 13445.9, up 0.67% [1] Stock Performance - Key stocks in the refining and trading sector showed varied performance: - Donghua Energy (002221) closed at 9.10, up 5.45% with a trading volume of 480,700 shares and a turnover of 427 million yuan [1] - Rongsheng Petrochemical (002493) closed at 9.42, up 1.51% with a trading volume of 255,000 shares and a turnover of 240 million yuan [1] - China Petroleum (601857) closed at 8.14, up 0.12% with a trading volume of 1,011,100 shares and a turnover of 823 million yuan [1] - China Petrochemical (600028) closed at 5.35, down 0.19% with a trading volume of 894,600 shares and a turnover of 478 million yuan [1] Capital Flow - The refining and trading sector experienced a net outflow of 109 million yuan from institutional investors, while retail investors saw a net inflow of 1.1 million yuan [2] - The capital flow for key stocks indicated mixed trends, with some stocks attracting significant retail interest despite overall outflows [3]

Mergers and Acquisitions - Huatian Technology is planning to acquire Huy Microelectronics, a subsidiary of its controlling shareholder, through a share issuance and cash payment, which is expected to constitute a related party transaction but not a major asset restructuring. The company's stock will be suspended from trading starting September 25 [1] - Dalong Real Estate's subsidiary intends to acquire 60% equity of Beijing Chengzhu Real Estate Development Co., Ltd. from Beijing Shunyi New Town Development Co., Ltd. to enhance project reserves and operational capabilities [2] - Yong'an Pharmaceutical plans to acquire 49.2% equity of its subsidiary Hubei Ling'an Technology Co., Ltd. from minority shareholders for 27 million yuan, aiming for full ownership [3] - Rongxin Culture's wholly-owned subsidiary intends to acquire 51% equity of Wuhan Youxue Baobei Book Co., Ltd. for 16.32 million yuan, which will be consolidated into the company's financial statements post-transaction [4] Shareholding Changes - Huyou Pharmaceutical's shareholder Wang Xiaopeng plans to reduce his stake by up to 3%, equivalent to a maximum of 12.708 million shares [5] - Beimo High-tech's shareholder Chen Jianfeng intends to reduce his stake by up to 2.49%, which amounts to a maximum of 8.2666 million shares [6] - Donghua Energy's controlling shareholder, Mansen Energy (Zhangjiagang), has increased its stake by 0.34%, acquiring 5.3093 million shares for approximately 45.6488 million yuan [7] Risk Matters - Zhangjiang Hi-Tech has announced a potential irrational speculation risk as its stock price has deviated significantly from industry peers and the Shanghai Composite Index, with a cumulative price increase of 20% over three consecutive trading days [8] - *ST Gaohong faces a risk of delisting as its stock price has been below 1 yuan for 18 consecutive trading days, with a potential delisting if the market capitalization remains below 500 million yuan for 20 consecutive trading days [9] - *ST Yatai's controlling shareholder's voting rights have decreased due to a forced sale of shares by a court, although this will not lead to a change in control or governance structure at this time [10]

Summary of Key Points Core Viewpoint - Donghua Energy executed a block trade on September 24, with a transaction volume of 282,200 shares and a transaction value of 2.4354 million yuan, at a price of 8.63 yuan per share, indicating stable trading activity in the stock [2]. Trading Activity - The block trade on September 24 involved an institutional buyer and was executed by CITIC Securities Co., Ltd. Suzhou Branch as the seller [2]. - Over the past three months, Donghua Energy has recorded a total of 5 block trades, with a cumulative transaction value of 33.3964 million yuan [2]. Stock Performance - The closing price of Donghua Energy on the day of the block trade was 8.63 yuan, reflecting a 0.35% increase, with a daily turnover rate of 1.00% and a total trading volume of 125 million yuan [2]. - In the last five days, the stock has appreciated by 2.13%, with a net capital inflow of 43.6104 million yuan [2]. Margin Financing - The latest margin financing balance for Donghua Energy stands at 1.07 billion yuan, having increased by 13.5423 million yuan over the past five days, representing a growth rate of 1.28% [2]. Company Background - Donghua Energy Co., Ltd. was established on April 22, 1996, with a registered capital of 1.576127767 billion yuan [2].

Group 1 - Donghua Energy's Masen increased its stake by 0.34% [1] - Guoxin Technology's shareholders plan to reduce their holdings by up to 4.5% [1] - Guoguang Electric's shareholders, including Guozhiguang and Tianyi Venture Capital, intend to reduce their holdings by up to 3.85% [1] Group 2 - Xincheng Technology's four shareholders plan to reduce their holdings by 2.0316% in March [1] - Yujing Co., Ltd.'s shareholder Que Shiquan Li No. 1 intends to reduce its holdings by no more than 4.28 million shares [1] - Huiyu Pharmaceutical's Wang Xiaopeng plans to reduce his holdings by 3% over three months [1] Group 3 - Huaxi Securities' Jianan Spring Company plans to reduce its holdings by 1% within three months [1] - Beimo Gaoke's Chen Jianfeng intends to reduce his holdings by 2.49% [1] - Maiqu'er's shareholders plan to reduce their total shareholding by no more than 2% [1] Group 4 - Huadong Heavy Machinery's Tianchen Jinting No. 1 intends to reduce its holdings by 1.00% [1] - Cangge Mining's Xinsha Hongyun Investment plans to reduce its holdings by 0.60% [1] - Shengke Communication's major fund's shareholding ratio has decreased to 15% [1]