上海市锦天城律师事务所 关于山东恒邦冶炼股份有限公司 2025 年第六次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于山东恒邦冶炼股份有限公司 2025 年第六次临时股东大会的 法律意见书 致：山东恒邦冶炼股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受山东恒邦冶炼股份有限 公司（以下简称"公司"）委托，就公司召开 2025 年第六次临时股东大会（以 下简称"本次临时股东大会"）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》等法律、法规、规章和其他 规范性文件以及《山东恒邦冶炼股份有限公司章程》（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，本所及本所律师依据《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（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次临时股东大会 ...

Market Overview - The precious metals sector experienced a decline of 1.76% on December 2, with Hunan Gold leading the drop [1] - The Shanghai Composite Index closed at 3897.71, down 0.42%, while the Shenzhen Component Index closed at 13056.7, down 0.68% [1] Individual Stock Performance - Hunan Gold (002155) closed at 21.75, down 3.12% with a trading volume of 402,500 shares and a transaction value of 8.80 million [1] - Other notable declines include: - Zhaojin Mining (000506) down 2.67% to 12.01 with a trading volume of 162,900 shares [1] - Western Gold (601069) down 2.35% to 26.62 with a trading volume of 112,100 shares [1] - Hunan Silver (002716) down 2.24% to 6.56 with a trading volume of 1.9727 million shares and a transaction value of 1.301 billion [1] Fund Flow Analysis - The precious metals sector saw a net outflow of 393 million yuan from institutional investors, while retail investors contributed a net inflow of 331 million yuan [3] - Key fund flow details include: - Shandong Gold (600547) had a net outflow of 6.1697 million yuan from institutional investors [3] - Hunan Silver (002716) experienced a net outflow of 59.8622 million yuan from institutional investors but a net inflow of 130 million yuan from retail investors [3] ETF Information - The Gold Stock ETF (product code: 159562) tracks the CSI Hong Kong and Shanghai Gold Industry Stock Index and has seen a 5-day change of 3.13% [5] - The ETF's current price-to-earnings ratio is 22.74, with a total of 1.24 billion shares, reflecting an increase of 1 million shares and a net subscription of 2.106 million yuan [5]

Group 1 - The precious metals sector increased by 2.09% on December 1, with Hunan Silver leading the gains [1] - The Shanghai Composite Index closed at 3914.01, up 0.65%, while the Shenzhen Component Index closed at 13146.72, up 1.25% [1] - Hunan Silver's closing price was 6.71, reflecting a rise of 7.02%, with a trading volume of 3.327 million shares and a transaction value of 2.262 billion yuan [1] Group 2 - The net inflow of main funds in the precious metals sector was 440 million yuan, while retail funds experienced a net outflow of 50.98 million yuan [1] - Hunan Silver had a net inflow of 3.5 billion yuan from main funds, but a net outflow of 1.78 billion yuan from retail investors [2] - Among other companies, Shandong Gold saw a net inflow of 65.21 million yuan from main funds, while retail investors had a net outflow of 19.07 million yuan [2]

Market Overview - The precious metals sector increased by 1.27% compared to the previous trading day, with Hunan Silver leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Individual Stock Performance - Hunan Silver (002716) closed at 6.27, with a rise of 3.12% and a trading volume of 1.21 million shares, amounting to a transaction value of 752 million yuan [1] - Chifeng Jilong Gold Mining (600988) closed at 32.00, up 2.96%, with a trading volume of 507,100 shares and a transaction value of 1.62 billion yuan [1] - Zhaojin Mining Industry (000506) closed at 12.28, increasing by 2.08%, with a trading volume of 262,600 shares and a transaction value of 321 million yuan [1] - Other notable performers include Zhongjin Gold (600489) with a 1.54% increase, and Xibu Gold (601069) with a 1.12% increase [1] Capital Flow Analysis - The precious metals sector saw a net inflow of 636 million yuan from institutional investors, while retail investors experienced a net outflow of 597 million yuan [2][3] - The main capital inflow was observed in stocks like Zhongjin Gold and Chifeng Jilong Gold Mining, with net inflows of 124 million yuan and 108 million yuan respectively [3] - Retail investors showed significant outflows in stocks such as Sichuan Gold (001337) and Hunan Silver, indicating a cautious sentiment among smaller investors [3]

Core Insights - The appreciation of the Renminbi has positively impacted certain sectors, with the Renminbi appreciation benefiting stocks rising by 0.54% compared to the previous trading day [1] - The Shanghai Composite Index closed at 3864.18, down 0.15%, while the Shenzhen Component Index closed at 12907.83, up 1.02% [1] Summary of Benefiting Stocks - China Eastern Airlines (600115) led the gainers with a closing price of 5.06, up 2.43%, with a trading volume of 1.2588 million shares and a turnover of 634 million yuan [1] - Other notable gainers include: - Pinwo Food (300892) at 34.70, up 2.18%, with a turnover of 172 million yuan [1] - Liangxing Paper (002067) at 5.51, up 1.85%, with a turnover of 4.98 million yuan [1] - Tongling Nonferrous Metals (000630) at 5.04, up 1.00%, with a turnover of 1.074 billion yuan [1] - China National Aviation (601111) at 8.08, up 0.25%, with a turnover of 716 million yuan [1] Capital Flow Analysis - The Renminbi appreciation benefiting sector saw a net inflow of 94.82 million yuan from main funds, while speculative funds had a net inflow of 248 million yuan, and retail investors experienced a net outflow of 342 million yuan [2] - Key stocks in terms of capital flow include: - China National Duty-Free (601888) with a main fund net inflow of 2.30 billion yuan and a retail net outflow of 3.19 billion yuan [3] - Tongling Nonferrous Metals (000630) with a main fund net inflow of 94.99 million yuan and a retail net outflow of 60.20 million yuan [3] - Rongsheng Petrochemical (002493) with a main fund net inflow of 13.96 million yuan and a retail net outflow of 14.28 million yuan [3]

Core Viewpoint - The company, Hengbang Co., Ltd. (002237.SZ), has received a corrective measure from the Shandong Securities Regulatory Bureau due to non-compliance with regulations regarding the appointment of independent directors [2] Summary by Relevant Sections - **Regulatory Action** - The Shandong Securities Regulatory Bureau issued a decision to impose corrective measures on Hengbang Co., Ltd. for failing to maintain the required proportion of independent directors on its board [2] - **Independent Director Resignation** - Two independent directors of the company resigned due to their term expiration on August 11, 2025, which resulted in the independent directors' representation falling below one-third of the board members [2] - **Non-compliance Details** - The company did not complete the necessary supplementary election within sixty days following the resignation of the independent directors, which is a violation of relevant regulations [2]

关于恒邦转债即将停止转股暨 赎回前最后一个交易日的重要提示性公告 证券代码：002237 证券简称：恒邦股份 公告编号：2025-114 债券代码：127086 债券简称：恒邦转债 山东恒邦冶炼股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 重要内容提示： 1.最后转股日：2025 年 11 月 27 日 2025 年 11 月 27 日是"恒邦转债"最后一个转股日，当日收市前，持有"恒邦 转债"的投资者仍可进行转股；2025 年 11 月 27 日收市后，未转股的"恒邦转债" 将停止转股。 2.截至 2025 年 11 月 26 日收市后，距离"恒邦转债"停止转股并赎回仅剩 1 个 交易日。山东恒邦冶炼股份有限公司（以下简称"公司"）特别提醒"恒邦转债" 持有人务必认真阅读本公告，充分了解相关风险，注意最后转股时间，审慎作出投 资决策。 特别提示： 1."恒邦转债"赎回价格：100.28 元/张（含当期应计利息，当期年利率为 0.6%， 且当期利息含税），扣税后的赎回价格以中国证券登记结算有限责任公司深圳分公 司（以下简称"中登公司"）核准的价 ...

Group 1 - The company received an administrative regulatory measure decision from the Shandong Securities Regulatory Bureau due to the failure to complete the re-election of independent directors within the stipulated time frame, resulting in a violation of regulations [1][2] - The company has acknowledged the issues raised in the decision and is committed to improving compliance with relevant laws and regulations, including the Securities Law and the Management Measures for Independent Directors of Listed Companies [4][5] - The company held a board meeting on November 14, 2025, and approved the nomination of two candidates for independent directors, which were subsequently elected by the shareholders [3] Group 2 - The company announced the early redemption of its convertible bonds, "Hengbang Convertible Bonds," with the last conversion date set for November 27, 2025 [8][9] - The redemption price for the bonds is set at 100.28 yuan per bond, including accrued interest, with a current annual interest rate of 0.6% [9][18] - The company has triggered the conditional redemption clause due to the stock price meeting the required thresholds over a specified period, leading to the decision to redeem all unconverted bonds [15][16] Group 3 - The company will stop trading the "Hengbang Convertible Bonds" on November 25, 2025, and the redemption date is scheduled for November 28, 2025 [20][21] - The company will ensure that all bondholders are informed of the redemption process and timelines through regular announcements [20][21] - After the redemption is completed, the "Hengbang Convertible Bonds" will be delisted from the Shenzhen Stock Exchange [21]

Core Viewpoint - Hengbang Co., Ltd. received a regulatory decision from the Shandong Securities Regulatory Bureau due to the failure to complete the re-election of independent directors within the stipulated time frame, which may affect the governance structure of the company [1] Group 1: Regulatory Actions - The Shandong Securities Regulatory Bureau issued a decision requiring Hengbang Co., Ltd. to rectify its governance issues after two independent directors resigned, leading to a board composition that does not meet regulatory requirements [1] - The company failed to complete the re-election of independent directors within 60 days of their resignation, prompting the regulatory action [1] Group 2: Company Response - Hengbang Co., Ltd. held a board meeting on November 14 to approve the nomination of candidates for independent directors, aiming to address the governance issue [1] - The nominated candidates, Zhong Meirui and Chen Zhiwu, will serve as independent directors for the same term as the current board upon approval by the shareholders [1] Group 3: Market Performance - On November 25, Hengbang Co., Ltd. shares rose by 3.15%, closing at 12.77 yuan per share, with a total market capitalization of 17.62 billion yuan [2]

分组1 - Weili Medical plans to distribute a cash dividend of 2 yuan per 10 shares to all shareholders, based on an undistributed profit of 704 million yuan as of September 30, 2025 [1] - Tongding Interconnect's shareholder plans to reduce their stake by up to 0.49%, equating to a maximum of 605,800 shares [1] - Caitong Securities has received approval from the China Securities Regulatory Commission to issue short-term corporate bonds with a total face value of up to 5 billion yuan [1] 分组2 - Youfu Food intends to use 70 million yuan of its own funds to invest in wealth management products with expected annual returns of up to 4.2% [3] - Keres received an administrative regulatory decision from the Guangdong Securities Regulatory Bureau for violations related to accounts receivable aging calculations and related party transactions [5] - Ouma Software's controlling shareholder has completed the transfer of state-owned equity, changing the controlling shareholder to Shandong Guotou [7] 分组3 - ST Huapeng's wholly-owned subsidiary has completed a major overhaul project and is now in production [8] - Beiqi Blue Valley has received approval from the China Securities Regulatory Commission for a stock issuance to specific investors [8] - Weijie Chuangxin received a government subsidy of 5 million yuan, accounting for 21.07% of its projected net profit for 2024 [9] 分组4 - China Resources Double Crane's subsidiary has received a drug registration certificate for a hypertension treatment drug [11] - Huafeng shares are continuing to suspend trading due to a planned change in control [13] - Kaifa Electric's shareholder plans to transfer 36.6869 million shares, representing 11.63% of the total share capital [14] 分组5 - Heng Rui Medicine has received approval for two clinical trials for innovative anti-tumor drugs [15] - Kosen Technology plans to invest 30 million USD to establish a new production base in Malaysia [17] - Sanxing Medical's subsidiary is expected to win a procurement project from the State Grid worth approximately 107 million yuan [18] 分组6 - Sitai Li's subsidiary has received a drug registration certificate for a contrast agent used in MRI [21] - Daren Tang's subsidiary has received a drug registration certificate for a pain relief gel [22] - Saike Xide has received approval for three medical device products, expanding its product range in the in vitro diagnostic field [23] 分组7 - Hasa Lian has elected a new chairman and vice chairman for its board of directors [24] - Two-sided Needle's subsidiary plans to invest 68.8522 million yuan in a production base expansion project [25] - Sunshine Nuohe plans to transfer 70% of its controlling subsidiary's equity for 2 million yuan [26] 分组8 - Hengbang shares received an administrative regulatory decision from the Shandong Securities Regulatory Bureau for failing to complete the election of independent directors [27] - Huali shares plan to sign a related transaction contract worth approximately 59.2847 million yuan [28] - Shangwei shares plan to invest 520.4 million yuan to gain a controlling stake in Sichuan Zhongfu Taihua [30] 分组9 - Zejing Pharmaceutical's ZG006 has been included in the list of breakthrough therapeutic varieties for treating advanced neuroendocrine cancer [32] - Yaopi Glass's shareholder plans to reduce their stake by up to 2.26%, equating to a maximum of 21.1469 million shares [34] - Huate Gas has initiated a major lawsuit involving a claim of 180 million yuan [36] 分组10 - Zhongchumei's controlling shareholder plans to increase their stake by between 42 million and 80 million yuan [37] - Huitong shares' shareholder plans to reduce their stake by up to 1% [38] - Miaowei Exhibition plans to apply for an initial public offering of H shares on the Hong Kong Stock Exchange [40] 分组11 - Tianqi Lithium's subsidiary has appealed to the Chilean Supreme Court regarding a partnership agreement with SQM and Codelco [42] - Naxin Micro plans to repurchase shares worth between 200 million and 400 million yuan [44] - Pingao shares have reported significant uncertainty regarding future business development and profitability [46] 分组12 - Shunyu shares have been pre-selected for a project worth 1.023 billion yuan [48] - Zhongyuan Neipei plans to acquire a 2.5% share in an aerospace industry fund for 50 million yuan [50] - Huifa Food's shareholder plans to reduce their stake by up to 3%, equating to a maximum of 727.14 million shares [53] 分组13 - Junshi Biosciences' subcutaneous PD-1 new formulation has reached its primary endpoint in a Phase III clinical trial [54] - Industrial Fulian clarified that it has not lowered its fourth-quarter profit target amid market rumors [55] - Longpan Technology's subsidiary has signed a major supply agreement for lithium iron phosphate materials, significantly increasing the supply volume [56]