特别提示： 1、本次股东会没有出现否决议案的情形。 2、本次股东会涉及变更以往股东会已通过的决议。2024 年度股东会已审议 通过《关于续聘 2025 年度会计师事务所的议案》，本次股东会审议通过了《关 于拟变更会计师事务所的议案》。 证券代码：002377 证券简称：国创高新 公告编号：2025-69 号 湖北国创高新材料股份有限公司 2025 年第三次临时股东会决议公告 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、误导性陈述或重大遗漏。 现场会议召开时间：2025 年 12 月 2 日 14:30 网络投票日期和时间：通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 12 月 2 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进行网络投票的具体时间为 2025 年 12 月 2 日 9:15-15:00 期间的任意时间。 （2）现场会议召开地点：武汉市东湖开发区武大园三路 8 号公司会议室 （7）本次临时股东会会议的召集、召开与表决程序符合《公司法》《证券 法》《上市公司股东会规则》《深圳 ...

湖北英达律师事务所 电话：86.27.85350032 传真：86.27.85350997 邮政编码：430022 关于湖北国创高新材料股份有限公司 2025 年第三次临时股东会的 法律意见书 中国武汉市新华路 186 号福星国际商会大厦 18 楼 网址:www.yingdalaw.com 二〇二五年十二月 英达律师事务所 法律意见书 湖北英达律师事务所 关于湖北国创高新材料股份有限公司 2025 年第三次临时股东会的 法律意见书 致：湖北国创高新材料股份有限公司 湖北英达律师事务所（下称"本所"）接受湖北国创高新材料股份有限公司（下 称"公司"）委托，指派本所律师宋浩、周凌雷现场见证公司于 2025 年 12 月 2 日 召开的 2025 年第三次临时股东会（以下简称"本次股东会"），并根据《中华人 民共和国公司法》（下称"《公司法》"）、《中华人民共和国证券法》（下称"《证 券法》"）、中国证券监督管理委员会发布的《上市公司股东会规则》（下称"《股 东会规则》"）等相关法律、法规、规范性文件以及《湖北国创高新材料股份有 限公司章程》（下称"《公司章程》"）的有关规定，就本次股东会的召集和召开 程序、出席会 ...

Market Overview - The refining and trading sector increased by 0.95% compared to the previous trading day, with Unity Co. leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Stock Performance - Notable declines in individual stocks include: - Kangzhidun (603798) down 5.38% to 16.71 with a trading volume of 64,400 shares and a turnover of 110 million yuan [1] - Baomo Co. (002476) down 3.95% to 6.08 with a trading volume of 279,800 shares and a turnover of 172 million yuan [1] - Other stocks showed minor fluctuations, with Guanghui Energy (600256) and Taishan Petroleum (000554) remaining unchanged at 5.42 and 7.24 respectively [1] Capital Flow - The refining and trading sector saw a net inflow of 67.39 million yuan from main funds, while retail funds experienced a net outflow of 84.64 million yuan [1] - Retail investors contributed a net inflow of 17.25 million yuan [1] Individual Stock Capital Flow - China Petroleum (601857) had a main fund net inflow of 14.02 million yuan, while retail funds saw a net outflow of 10.08 million yuan [2] - Hengli Petrochemical (600346) reported a main fund net inflow of 10.9 million yuan, with retail funds experiencing a net outflow of 79.96 million yuan [2] - Qixiang Tengda (002408) had a main fund net inflow of 9.00 million yuan, while retail funds saw a net outflow of 12.66 million yuan [2]

Group 1 - Company Shikong Technology plans to reduce its holdings by no more than 0.29% of its shares, equivalent to 29,070 shares, starting from December 8, 2025 [1] - Company Rongbai Technology has been designated as the first supplier of sodium-ion battery cathode materials for CATL, with a commitment to purchase at least 60% of its total procurement volume annually [1] - Company Xinnong plans to reduce its holdings by no more than 300,000 shares, representing 0.19% of its total shares, within three months from 15 trading days after the announcement [1][2] Group 2 - Company Zhenai Meijia's controlling shareholder has signed an agreement for share transfer, with no asset restructuring plans for the next 12 months [1] - Company Guochuang High-tech plans to reduce its holdings by no more than 1% of its shares, equivalent to 9,163,300 shares, starting from December 9, 2025 [1] - Company Jiuyang clarifies that it does not engage in food and beverage businesses, focusing solely on small household appliances [6][7] Group 3 - Company Furui's subsidiary has reported a net loss of approximately 30.32 million yuan in the first three quarters, with no expansion plans due to uncertainties in the lithium battery industry [8] - Company Annada has elected Li Chongjun as the chairman of its board [10] - Company Maihe's chairman is under investigation and has been placed under detention [12] Group 4 - Company Luoping Zinc Electric's subsidiary has resumed production at its Jinpo lead-zinc mine after obtaining new mining licenses [13] - Company Hengxing Technology has obtained mining rights for its Longtoushan gold mine [14] - Company Qianli Technology plans to reduce its holdings by no more than 2% of its shares, equivalent to 90,422,000 shares, starting from December 8, 2025 [15] Group 5 - Company Fudan Microelectronics' largest shareholder will change to Guosheng Investment after a share transfer agreement [16] - Company Zhongsheng Pharmaceutical is advancing several clinical trials for innovative drug projects, which carry uncertainties regarding approval and market competition [18] - Company Gaoling Information's shareholders plan to collectively reduce their holdings by no more than 1.49% of the shares [20] Group 6 - Company Chuangye Huikang is in the process of planning a change of control, with uncertainties regarding the implementation of related agreements [21] - Company GAC Group has appointed He Xianqing as the new general manager, succeeding Feng Xingya [22] - Company Heshun Petroleum plans to acquire at least 34% of Kuixin Technology and control 51% of its voting rights [23][24] Group 7 - Company Yifeng Pharmacy's executives plan to reduce their holdings by a total of no more than 213,900 shares due to personal financial needs [26][27]

Core Viewpoint - The stock of Guochuang High-tech has shown a positive trend recently, with a notable increase in both stock price and trading volume, indicating potential investor interest and market confidence in the company [1][2]. Group 1: Stock Performance - As of November 17, Guochuang High-tech's stock price rose by 2.19% to 3.26 CNY per share, with a trading volume of 48.87 million CNY and a turnover rate of 1.75%, resulting in a total market capitalization of 2.987 billion CNY [1]. - Year-to-date, the stock price has decreased by 1.51%, but it has increased by 4.15% over the last five trading days, 10.88% over the last 20 days, and 4.82% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to September 2025, Guochuang High-tech reported a revenue of 615 million CNY, representing a year-on-year growth of 42.32%. The net profit attributable to the parent company was -26.33 million CNY, showing a year-on-year increase of 42.99% [2]. - The company has distributed a total of 255 million CNY in dividends since its A-share listing, with no dividends paid in the last three years [3]. Group 3: Business Overview - Guochuang High-tech, established on March 25, 2002, and listed on March 23, 2010, is located in Wuhan, Hubei Province. The company specializes in the development, production, and sales of modified asphalt products and real estate intermediary services [1]. - The revenue composition of Guochuang High-tech includes: 75.75% from heavy-duty asphalt, 18.81% from modified asphalt, 2.63% from road engineering construction and maintenance, 1.72% from modified asphalt processing, 0.77% from other products, and 0.34% from emulsified asphalt [1].

Economic Information - The price of upstream storage chips has surged, leading several smartphone manufacturers, including Xiaomi, OPPO, and vivo, to suspend their storage chip purchases for the current quarter. Many manufacturers have inventory levels below two months, with some DRAM inventories dropping to less than three weeks. They are hesitant to accept price quotes from original manufacturers (Micron, Samsung, SK Hynix) that approach a 50% increase. The demand for storage chips has surged due to the AI model wave, with data centers willing to pay higher prices for procurement, often exceeding prices offered to smartphone manufacturers by over 30% for the same products [2][8]. - The Ningbo Shipping Exchange reported that the Ningbo Export Container Freight Index (NCFI) closed at 999.7 points, down 5.1% from the previous week. Among 21 shipping routes, 6 saw an increase in freight index, while 14 experienced a decline, and 1 remained stable. In major ports along the "Maritime Silk Road," 5 ports saw an increase in freight index, while 11 ports saw a decrease [2][8]. Company Alerts - China Fortune Land Development has seen a cumulative increase of 256% over 14 trading days, significantly higher than the industry and Shanghai Composite Index, and is now under suspension for verification [4]. - Contemporary Amperex Technology Co., Ltd. (CATL) has its third-largest shareholder, Huang Shilin, planning to transfer 1% of shares, valued at approximately 18.4 billion yuan [4]. - Other companies, including Baida Group, Chahua Co., and Yifeng Pharmacy, have announced plans for share reductions by various stakeholders, with reductions ranging from 0.0176% to 3% [4][8]. Overseas Alerts - The U.S. stock market saw mixed results last Friday, with the Dow Jones down 0.65%, S&P 500 down 0.05%, and Nasdaq up 0.13%. Notable tech stocks had varied performances, with Oracle rising over 2% and Netflix dropping over 3% [5]. - The Chinese Ministry of Foreign Affairs issued a travel advisory, warning citizens to avoid traveling to Japan due to deteriorating safety conditions and recent incidents involving Chinese nationals [5].

Group 1 - Major shareholder Huang Yu guarantees that the information provided to the company is true, accurate, and complete, with no false records, misleading statements, or significant omissions [1] - Huang Yu, holding 45,816,261 shares (5% of total shares), plans to reduce his holdings by up to 9,163,252 shares (1% of total shares) within three months starting from December 9, 2025 [2][3] - The reason for the reduction is personal financial needs, and the shares will be sold through a centralized bidding method [2][3] Group 2 - The reduction period is set from December 9, 2025, to March 8, 2026, and the selling price will be determined based on market conditions at the time of the sale [3][4] - Huang Yu has not made any other commitments regarding share increases or decreases since acquiring the shares through a transfer agreement, and there are no restrictions on his ability to reduce holdings as per the relevant regulations [4]

Core Viewpoint - Guochuang High-tech (002377) announced that its major shareholder, Huang Yu, plans to reduce his stake in the company by up to 9,163,252 shares, which represents no more than 1% of the total share capital, due to personal financial needs [1] Summary by Relevant Sections - Shareholder Reduction Plan - Huang Yu, holding more than 5% of the shares, intends to reduce his holdings through centralized bidding within three months after a 15 trading day period following the announcement [1] - The reduction will be based on market prices [1]

Group 1 - Rongbai Technology signed a cooperation agreement with CATL, becoming its primary supplier of sodium battery cathode materials, with a commitment to supply at least 60% of CATL's total procurement volume if annual purchases exceed 500,000 tons [3] - Meihe Co., Ltd.'s controlling shareholder and chairman Wang Jinping is under investigation and has been placed under detention, with the general manager Zhang Kaixu taking over the chairman's responsibilities [4] - Fudan Microelectronics announced that Guosheng Investment plans to acquire 12.99% of its shares from Fuxin Fangao, making Guosheng the largest shareholder post-transfer [5] Group 2 - Guolian Minsheng received approval from the China Securities Regulatory Commission for its stock option market-making business [6] - Luoping Zinc Electric's subsidiary has received approval to resume production at the Jinpo lead-zinc mine, having met safety and operational requirements [7] - Heshun Petroleum's actual controller and associates plan to transfer 6% of the company's shares through an agreement, maintaining control post-transfer [8] Group 3 - Furi Co., Ltd. stated that there are currently no expansion plans for its new energy sector, amid stock price volatility and potential irrational speculation [9] - Joyoung Co., Ltd. clarified that it operates in the small home appliance sector and does not engage in food and beverage product development or sales [10] - Huaxia Happiness reported abnormal stock trading but confirmed no undisclosed significant matters aside from its pre-restructuring announcement [11] Group 4 - Zhongsheng Pharmaceutical is advancing several clinical trials for its innovative drugs, but the outcomes remain uncertain [12] - Pingtan Development noted that its stock price has risen sharply without significant changes in fundamentals, indicating potential market overreaction [13] Group 5 - Chahua Co., Ltd. announced that a major shareholder plans to reduce its stake by up to 3% within three months [14] - Qianli Technology's major shareholder intends to reduce its stake by up to 2% through a private placement [15] - Gaoling Information's shareholders plan to collectively reduce their holdings by up to 1.5% due to funding needs [16] Group 6 - Guochuang High-tech's major shareholder plans to reduce its stake by up to 1% within three months [17] - China Aluminum's director plans to reduce his stake by a minimal amount of 0.00034% due to personal funding needs [18] - Shikong Technology plans to reduce up to 0.29% of its repurchased shares [19] Group 7 - Xinong Co., Ltd.'s vice president plans to reduce his stake by up to 0.1925% due to personal funding needs [20] - Yifeng Pharmacy's vice presidents plan to collectively reduce their holdings by up to 213,900 shares [21] Group 8 - Samsung Medical's subsidiary is expected to win a procurement project from the State Grid, with an estimated total bid amount of approximately 168.12 million yuan [22]

Key Points - Rongbai Technology has signed a cooperation agreement with CATL, becoming its primary supplier of sodium battery cathode materials, with a commitment to supply at least 60% of CATL's total procurement volume if certain conditions are met [4] - Maihe Co.'s chairman and actual controller has been placed under investigation, with the general manager taking over the chairman's responsibilities [5] - Fudan Microelectronics will see Guosheng Investment become its largest shareholder after acquiring 12.99% of its shares [6][7] - Guolian Minsheng has received approval for stock option market-making business from the China Securities Regulatory Commission [8] - Luoping Zinc & Electric's subsidiary has received approval to resume production at its lead-zinc mine [9] - Heshun Petroleum's actual controller plans to transfer 6% of the company's shares through an agreement, with no change in control expected [10] - Furi Co. has stated that it currently has no plans for capacity expansion despite stock price fluctuations [11] - Joyoung Co. clarified that it operates in the small home appliance sector and does not engage in food and beverage production [12] - Huaxia Happiness reported abnormal stock trading but confirmed no undisclosed major events aside from a pre-restructuring notice [13] - Zhongsheng Pharmaceutical is advancing several clinical trials, but the outcomes remain uncertain [14] - Pingtan Development noted that its stock price has risen sharply without significant changes in fundamentals, indicating potential market overreaction [15] Shareholding Changes - Chahua Co.'s major shareholder plans to reduce its stake by up to 3% [16] - Qianli Technology's shareholder intends to reduce its stake by up to 2% [17] - Gaoling Information's shareholders plan to collectively reduce their stake by up to 1.5% [18] - Guochuang High-tech's major shareholder plans to reduce its stake by up to 1% [19] - China Aluminum's director plans to reduce a very small percentage of shares [20] - Shikong Technology plans to reduce up to 0.29% of its repurchased shares [21] - Xinong Co.'s director plans to reduce up to 0.1925% of shares [22] - Yifeng Pharmacy's vice presidents plan to reduce a total of 213,900 shares [23] Major Contracts - Samsung Medical's subsidiary is expected to win a procurement project from the State Grid worth approximately 168.12 million yuan [24]