北京市君致律师事务所 关于河南森源电气股份有限公司 2025 年第一次临时股东大会的法律意见书 致：河南森源电气股份有限公司 北京市君致律师事务所（以下简称"本所"）接受河南森源电气股份有限公 司（以下简称"公司"）的委托，指派律师出席了公司于 2025 年 8 月 4 日召开的 2025 年第一次临时股东大会（以下简称"本次股东大会"）。 本所及经办律师依据《中华人民共和国证券法》《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（试行）》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，所发表的结论性意见合法、准确，不存在虚假记载、误导性 陈述或者重大遗漏，并承担相应法律责任。 在审查有关文件的过程中，公司保证，其向本所提交的文件和所做的说明是 真实的、准确的、完整的，并已提供出具本法律意见书所必需的文件材料或口头 证言，并保证其所提供的有关副本材料或复印件与正本或原件一致。 本所律师根据《中华人民共和国公司法》以及《河南森源电气股份有限公司 章程》（以下简 ...

2025 年第一次临时股东大会决议公告 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、误导性陈述或者重大遗漏。 一、 重要提示 1、本次会议召开期间无增加、否决或变更提案的情况； 2、本次股东大会采取现场会议和网络投票的表决方式。 证券代码：002358 证券简称：森源电气 公告编号：2025-024 河南森源电气股份有限公司 二、会议召开情况 1、会议召开日期和时间： 现场会议时间：2025 年 8 月 4 日（星期一）上午 10:00 网络投票时间：2025 年 8 月 4 日 其中通过深圳证券交易所交易系统投票的时间为 2025 年 8 月 4 日上午 9:15— 9:25、9:30—11:30 和下午 13:00—15:00；通过深圳证券交易所互联网投票系统投票的 具体时间为 2025 年 8 月 4 日上午 9:15 至下午 15:00 期间的任意时间。 2、现场会议地点：公司会议室 3、会议召集人：公司董事会 4、会议主持人：公司董事长赵中亭先生 本次股东大会的召开符合有关法律、行政法规、部门规章、规范性文件和《公 司章程》等的规定。 三、会议出席情况 （1）现场出席会 ...

Group 1 - The company disclosed that a major shareholder, Huajin Securities, plans to reduce its holdings by up to 9,297,569 shares, representing approximately 1% of the total share capital [2][3] - Huajin Securities completed the reduction of 9,250,000 shares between May 19, 2025, and July 31, 2025, achieving a change in equity of 0.99% [2][3] - The reduction complies with relevant laws and regulations, and Huajin Securities did not exceed the planned reduction amount [3][4] Group 2 - Following the reduction, Huajin Securities is no longer a shareholder with more than 5% ownership, and it has committed to adhere to regulations regarding further share reductions [4] - The reduction of shares will not lead to a change in the company's control or significantly impact its governance structure and ongoing operations [3][4]

Summary of Key Points Core Viewpoint - The announcement details the completion of a share reduction plan by a major shareholder of Henan Senyuan Electric Co., Ltd, specifically the "Huajin Securities - Industrial Bank - Huajin Securities Development No. 1 Collective Asset Management Plan" [1][2]. Group 1: Shareholder Reduction Details - The major shareholder, Huajin Securities, reduced its holdings by 9,250,000 shares from May 19, 2025, to July 31, 2025, representing a 0.99% change in equity [1][2]. - The average price for the shares sold was 5.22 yuan per share [1]. - After the reduction, Huajin Securities holds a total of 41,890,834 shares, which is 4.51% of the total share capital [1][2]. Group 2: Compliance and Regulations - The reduction was conducted in accordance with the pre-disclosure announcement made on April 21, 2025, which indicated a plan to reduce up to 9,297,569 shares, approximately 1% of the total share capital [2][3]. - The company confirmed that the actual reduction did not exceed the planned amount and complied with relevant regulations, ensuring no violations occurred [2][3]. - The announcement also states that the reduction will not significantly impact the company's governance structure or ongoing operations [2].

证券代码：002358 证券简称：森源电气 公告编号：2025-023 河南森源电气股份有限公司 关于股东减持计划实施完成的公告 河南森源电气股份有限公司（以下简称"公司"）于 2025 年 4 月 21 日披露了 《关于公司持股 5%以上股东减持股份预披露的公告》（公告编号：2025-005），公 司持股 5%以上的股东"华金证券－兴业银行－华金证券发展 1 号集合资产管理计划" （管理人为华金证券股份有限公司，以下简称"华金证券"）计划在该公告披露之 日起 15 个交易日后的三个月内以集中竞价或大宗交易方式减持公司股份不超过 9,297,569 股，约占公司总股本比例为 1%。 公司近日收到华金证券出具的《告知函》，华金证券于 2025 年 5 月 19 日至 2025 年 7 月 31 日通过集中竞价方式减持 9,250,000 股，权益变动比例为 0.99%，本次股份 减持计划已完成。现将具体情况公告如下： 一、股东减持情况 | 股东名称 | 减持方式 | | | 减持期间 | | | | 减持均价 | | 减持股数 | 减持比例 | | --- | --- | --- | --- | --- | - ...

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets announced significant updates, including stock issuance terminations, share transfers, acquisitions, and financial performance reports, which may present investment opportunities and risks for investors [2]. Major Events - Jinbo Co., Ltd. announced the termination of its plan to issue A-shares to specific investors for the year 2025 [3]. - Cross-Border Communication's largest shareholder successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4]. - Shanghai Shimao Development's subsidiary plans to sell part of its Quanzhou project for 2.053 billion yuan, expecting a net profit of approximately 163 million yuan [6]. - Prit Group's subsidiary introduced a strategic investor, Guangzhou Guoyan No. 1, through a capital increase [7]. - Caesar Travel's subsidiary intends to acquire 51% of Guotour Fujian for 16.83 million yuan [8]. - Dongfang Fortune's shareholder plans to transfer 159 million shares, representing 1% of the total share capital [9]. - Changhong High-Tech plans to acquire 100% of Guangxi Changke's equity, with shares resuming trading on July 21 [10]. - Weifu High-Tech intends to convert its B-shares to be listed on the Hong Kong Stock Exchange [11][12]. - ST Yazhen's stock will resume trading on July 21 after completing a verification process [13]. - ChipLink Integration plans to acquire 72.33% of ChipLink Yuezhou for 5.897 billion yuan [14]. - Notai Bio will be subject to risk warnings, changing its A-share abbreviation to ST Notai due to previous financial misreporting [15]. - Delisted Jinguang's stock will cease trading on July 25 [16]. - Bohui Co. plans to purchase servers and related assets for intelligent computing services, with a total expenditure not exceeding 390 million yuan [17]. Financial Performance - CICC's subsidiary reported a net profit of 987 million yuan for the first half of the year [21]. - Great Wall Motors reported a net profit of 6.337 billion yuan, a decrease of 10.22% year-on-year [22]. - Shuangjie Electric expects a net profit of 100 million to 120 million yuan, an increase of 16.03% to 39.23% year-on-year [23]. - Shentong Technology reported a net profit of 64.278 million yuan, a year-on-year increase of 111.09% [24]. - Sanhuan Group anticipates a net profit of 1.128 billion to 1.333 billion yuan, a growth of 10% to 30% year-on-year [25][26]. - Nanjing Gaoke's contract sales reached 820 million yuan, a year-on-year increase of 824.68% [27]. - Kaierda expects a net profit of 1.97 million to 2.56 million yuan, a decrease of 89.11% to 91.62% year-on-year [28]. Major Contracts - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [29]. - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of its last year's revenue [30]. - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [31]. Shareholding Changes - Hongbaoli's major shareholder plans to reduce its stake by up to 2% [33]. - Yaopi Glass's shareholder plans to reduce its stake by up to 2% [34]. - Dingsheng New Materials' shareholders plan to reduce their stake by up to 3% [35]. - Huiyun Titanium's controlling shareholder plans to reduce its stake by up to 3% [36]. - MediX's shareholder plans to reduce its stake by up to 1.49% [37]. - Aopu Optoelectronics' controlling shareholder plans to reduce its stake by up to 1% [38]. - Huada Jiutian's major shareholders plan to reduce their stakes by up to 1.5% [39][40]. Financing Activities - Zhengyu Industrial plans to raise up to 450 million yuan through a private placement [41]. - Dongwu Securities plans to raise up to 6 billion yuan through a private placement, with specific subscriptions from major investors [42]. - Weiguang Bio plans to raise up to 1.5 billion yuan for its smart industrial base project [43].

Group 1 - Jinbo Co., Ltd. has terminated the plan to issue A-shares to specific targets for the year 2025 [3] - Cross-Border Communication's largest shareholder, Yang Jianxin, successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4] - Shanghai Shimao Development's subsidiary plans to sell part of a project in Quanzhou for 2.053 billion yuan, expected to generate a net profit of approximately 163 million yuan [5] - Prit Group's subsidiary has introduced a strategic investor, Guanzhou Guoyan No.1, through a capital increase of 2 million yuan for a 10% stake [6] Group 2 - CICC's subsidiary, CICC Wealth, reported a net profit of 987 million yuan for the first half of the year [8] - Great Wall Motors reported a net profit of 6.337 billion yuan for the first half of the year, a decrease of 10.22% year-on-year [9] - Shuangjie Electric expects a net profit of 100 to 120 million yuan for the first half of the year, an increase of 16.03% to 39.23% year-on-year [10] - Shentong Technology reported a net profit of 64.278 million yuan for the first half of the year, a year-on-year increase of 111.09% [11] Group 3 - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [13] - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of the company's last year's revenue [14] - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [15] Group 4 - Hongbaoli's largest shareholder plans to reduce holdings by up to 2% of the company's shares [17] - Yaopi Glass's shareholder plans to reduce holdings by up to 2% of the company's shares [18] - Ding Sheng New Materials' shareholders plan to reduce holdings by up to 3% of the company's shares [19] Group 5 - Zhengyu Industrial plans to raise no more than 450 million yuan through a private placement [21] - Dongwu Securities plans to raise no more than 6 billion yuan through a private placement, with specific allocations for various business needs [23]

Group 1 - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Supply Chain Management Co., aiming for annual business cooperation not exceeding 500 million yuan over 36 months [1] - CICC's subsidiary, CICC Wealth, reported a net profit of 987 million yuan for the first half of the year, with total assets of 193.37 billion yuan [2] - Shuangjie Electric expects a net profit of 100 million to 120 million yuan for the first half of the year, representing a year-on-year increase of 16.03% to 39.23% [3][4] - Shentong Technology reported a net profit of 64.28 million yuan for the first half of the year, a year-on-year increase of 111.09% [5] - Suqian Nongfa's net profit for the first half of the year decreased by 27.72% to 213 million yuan [6] Group 2 - Fuan Pharmaceutical expects a net profit decline of 39.95% to 53.81% for the first half of the year, estimating between 100 million to 130 million yuan [8] - Xingwang Yuda anticipates a net loss of 11 million to 21 million yuan for the first half of the year [9] - Pulaike received a new veterinary drug registration certificate for a vaccine aimed at preventing chicken diseases [10] - Yuandong Biological's ephedrine injection received a drug registration certificate for treating low blood pressure during anesthesia [11] - Suqian Liansheng's subsidiary obtained two invention patent certificates [12] Group 3 - Oke Technology signed a 176 million yuan equipment order with Jiangxi Tianhong New Materials [13] - Publishing Media announced the resignation of its chief accountant due to work changes [15] - Zhongxin Co. plans to use 40 million yuan of idle funds for cash management [16] - Huiyun Titanium plans to use up to 58 million yuan of idle convertible bond funds for cash management [18] - Haineng Technology intends to apply for a credit facility of up to 200 million yuan from a bank [20] Group 4 - Jiabiou expects a net profit increase of 57.61% for the first half of the year, estimating around 107 million yuan [21] - Nanjing Gaoke reported a 1185% year-on-year increase in contract sales area for the second quarter [22] - Shuguang Co. received approval for a specific stock issuance application [23] - Huadong Pharmaceutical's subsidiary received approval for a clinical trial of a new drug targeting advanced solid tumors [23] - Quicheng Co. plans to invest 900 million yuan in two new projects [25] Group 5 - Shenlian Biological's vaccine for avian adenovirus received a new veterinary drug registration certificate [26] - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical [28] - Jincheng Pharmaceutical's subsidiary received a renewed tobacco production license [29] - Magmi Te's stock issuance application was accepted by the Shenzhen Stock Exchange [29] - Zhongyin Securities received approval to issue bonds totaling up to 14 billion yuan [29] Group 6 - Hewei Electric's executives plan to reduce their holdings by a total of 2.24% of the company's shares [44] - Guo Wang Xintong reported a net profit of 266 million yuan for the first half of the year, a decrease of 10.82% [45] - Guo Wang Xintong's subsidiary won a 966 million yuan tender from the State Grid [46] - Jicheng Electronics won contracts worth approximately 83.79 million yuan from the State Grid [48] - Helen Piano is planning a change of control, leading to a temporary stock suspension [48]

Transaction Overview - The company signed a strategic cooperation agreement with Xuchang Shuke Supply Chain Management Co., Ltd. to enhance business development and support rapid growth, with a total annual cooperation limit of up to RMB 500 million [2][3] - The cooperation will include supply chain services, bulk material supply, and raw material supply, effective for 36 months after approval by the shareholders' meeting [2][3] Partner Information - Xuchang Shuke is a limited liability company based in Xuchang, Henan Province, with a registered capital of RMB 500 million and is wholly owned by Xuchang Jin Investment Holding Group Co., Ltd. [2][3] Agreement Details - The agreement outlines a cooperative mechanism for both parties to report progress and discuss execution solutions [3] - The business will be conducted based on market principles, with specific terms to be defined in subsequent written agreements [4] Impact on Company - The transaction is expected to support the company's rapid business development and high-quality growth, aligning with its future strategic goals [5] - It aims to meet the company's funding needs for production and operations, enhancing capital efficiency and supporting sustained performance growth [5] Previous Transactions - Prior to this agreement, the company had engaged in related transactions with Xuchang Shuke amounting to RMB 50 million since the beginning of the year [5]

Meeting Overview - The 6th meeting of the 8th Board of Directors of Henan Senyuan Electric Co., Ltd. was held on July 18, 2025, with all 8 directors present [1] - The meeting was conducted in accordance with the Company Law and the Articles of Association [1] Strategic Cooperation Agreement - The company plans to sign a strategic cooperation agreement with Xuchang Shuke Supply Chain Management Service Co., Ltd. for business cooperation not exceeding RMB 500 million annually, effective for 36 months upon shareholder approval [1] - The cooperation will include supply chain services, bulk material supply, and raw material supply [1] Decision and Voting Results - The proposal requires approval at the 2025 first extraordinary general meeting of shareholders, scheduled for August 4, 2025 [2] - The voting results for the proposal were unanimous, with 8 votes in favor, 0 against, and 0 abstentions [2]