江海股份 法律意见书 江苏世纪同仁律师事务所关于 南通江海电容器股份有限公司 2025 年第二次临时股东大会的法律意见书 南通江海电容器股份有限公司： 根据《公司法》《证券法》和中国证监会《上市公司股东会规则》等法律、 法规和规范性文件以及《公司章程》的规定，本所受贵公司董事会的委托，指派 律师出席贵公司 2025 年第二次临时股东大会，并就本次股东大会的召集、召开 程序、出席会议人员资格、召集人资格、表决程序和表决结果的合法有效性出具 本法律意见书。 为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了审 查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随贵公司本次股东大会决议一并公告，并依法 对本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤勉尽责精神，出具法律意见如下： 一、关于本次股东大会的召集、召开程序 1、本次股东大会由贵公司董事会召集。 贵公司第七届董事会第五次会议决定于 2025 年 9 月 16 日召开本次股东大会。 贵公司已于 2025 年 8 月 28 日在《上海证券 ...

Market Overview - On September 15, the component sector declined by 1.64%, with Jiang Hai Co., Ltd. leading the drop [1] - The Shanghai Composite Index closed at 3860.5, down 0.26%, while the Shenzhen Component Index closed at 13005.77, up 0.63% [1] Stock Performance - Key gainers included: - Kexiang Co., Ltd. (300903) with a closing price of 12.80, up 6.76% [1] - Fangzheng Technology (600601) at 11.93, up 5.58% [1] - Bomin Electronics (603936) at 13.20, up 5.01% [1] - Major losers included: - Jiang Hai Co., Ltd. (002484) at 33.24, down 4.35% [2] - Huadian Technology (002463) at 68.94, down 4.12% [2] - Yihua New Materials (301176) at 29.21, down 4.10% [2] Capital Flow - The component sector experienced a net outflow of 2.271 billion yuan from institutional investors, while retail investors saw a net inflow of 1.635 billion yuan [2][3] - Notable capital flows included: - Dongshan Precision (002384) with a net inflow of 468 million yuan from institutional investors [3] - Shenghong Technology (300476) with a significant net outflow of 2.95% [2][3]

Core Viewpoint - The report highlights the potential for aluminum electrolytic capacitors and supercapacitors to be widely used in AI servers, driven by increasing demand for high voltage and compact components in the AI sector [4] Financial Performance - In 1H25, the company achieved revenue of 2.694 billion yuan (YoY +13.96%) and a net profit attributable to shareholders of 358 million yuan (YoY +3.19%). The net profit after deducting non-recurring items was 344 million yuan (YoY +8.96%) [5] - For 2Q25, the company reported revenue of 1.536 billion yuan (YoY +17.02%, QoQ +32.69%) and a net profit of 206 million yuan (YoY -1.92%, QoQ +35.82%). The net profit after deducting non-recurring items was 207 million yuan (YoY +10.54%, QoQ +51.01%) [5] - The company's gross margin for 1H25 was 24.93% (YoY -0.01 percentage points), and the net margin was 13.42% (YoY -1.46 percentage points) [5] Aluminum Electrolytic Capacitors - In 1H25, revenue from aluminum electrolytic capacitors reached 2.229 billion yuan (YoY +16.70%) with a gross margin of 26.75% (YoY +0.19%). Growth was driven by increased demand in the photovoltaic sector and robust needs in UPS and communication power supply sectors [6] - The introduction of new products, such as MLPC for AI servers and solid-liquid hybrid capacitors for the automotive sector, is expected to enhance growth. The shift towards higher voltage requirements in AI servers will significantly increase the demand for horn-shaped capacitors [6] - The manufacturing process for horn-shaped aluminum electrolytic capacitors will transition from traditional chemical etching to atomic deposition technology, leading to higher product prices [6] Supercapacitors - In 1H25, supercapacitor revenue was 162 million yuan (YoY +48.93%) with a gross margin of 16.86% (YoY -3.71%). The decline in gross margin is attributed to the company's efforts to explore new application areas [7] - Supercapacitors are expected to become standard components in AI computing clusters due to their ability to provide instantaneous power compensation during significant power fluctuations caused by AI chip power consumption [7] - The company's EDLC and LIC products have received certifications from several leading domestic and international companies, with EDLC expected to achieve scale due to its lower heat generation and cost advantages [7] - The supercapacitor market is anticipated to experience explosive growth driven by increasing demand across various sectors, including AI servers, energy storage, smart meters, and controlled nuclear fusion [7]

关于 南通江海电容器股份有限公司 详式权益变动报告书 中信证券股份有限公司 之 2025 年半年度持续督导意见 财务顾问 中信证券股份有限公司（以下简称"中信证券"、"本财务顾问"）接受浙 江经投委托，担任浙江经投本次收购江海股份控制权的收购方财务顾问。根据《上 市公司收购管理办法（2025 年修正）》的规定，中信证券本着诚实信用、勤勉 尽责的精神，自收购完成后的 12 个月内，对上述事项履行持续督导职责。 二零二五年九月 财务顾问声明 2024 年 3 月 12 日，浙江省经济建设投资有限公司（以下简称"收购人"、 "浙江经投"）与亿威投资有限公司（以下简称"亿威投资"）签署了《股份转 让协议》。2024 年 12 月 24 日浙江经投与亿威投资签署了《股份转让协议之补 充协议》，协议约定亿威投资将其持有的江海股份 127,578,590 股无限售条件普 通股以 19 元/股的价格转让给浙江经投，占上市公司总股本的比例约为 15%；同 日，亿威投资出具了《表决权放弃承诺函》，承诺自过户完成日起至过户完成满 18 个月之日的期间内，亿威投资放弃其持有的江海股份 59,536,675 股股份所对 应的所有表决权 ...

Core Viewpoint - Jianghai Co., Ltd. has shown significant stock performance with an 82.08% increase year-to-date, despite a recent decline of 4.37% over the last five trading days [1] Company Overview - Jianghai Co., Ltd. is located in Nantong, Jiangsu Province, and was established on September 29, 2010. The company specializes in the research, production, sales, and service of capacitors and related materials [1] - The main revenue composition includes aluminum electrolytic capacitors (82.75%), film capacitors (8.65%), supercapacitors (6.00%), electrode foils (2.00%), and others (0.60%) [1] Financial Performance - For the first half of 2025, Jianghai Co., Ltd. achieved a revenue of 2.694 billion yuan, representing a year-on-year growth of 13.96%. The net profit attributable to shareholders was 358 million yuan, with a growth of 3.19% [2] - Since its A-share listing, the company has distributed a total of 1.212 billion yuan in dividends, with 565 million yuan distributed over the past three years [3] Shareholder Information - As of June 30, 2025, the number of shareholders for Jianghai Co., Ltd. was 50,400, a decrease of 3.41% from the previous period. The average circulating shares per person increased by 3.53% to 16,268 shares [2] - The top ten circulating shareholders include Hong Kong Central Clearing Limited as the fourth largest, holding 13.7728 million shares, a decrease of 41,200 shares from the previous period [3]

Group 1 - Jiangsu Jianghai Capacitor Co., Ltd. experienced a stock price increase of 5.02% on September 5, reaching 32.66 CNY per share, with a trading volume of 1.537 billion CNY and a turnover rate of 5.91%, resulting in a total market capitalization of 27.778 billion CNY [1] - The company's main business includes the research, production, sales, and service of capacitors and their materials, with revenue composition as follows: aluminum electrolytic capacitors 82.75%, film capacitors 8.65%, supercapacitors 6.00%, electrode foil 2.00%, and others 0.60% [1] Group 2 - Manulife Fund's "Manulife Transformation Opportunity Stock A" (000828) holds 9.2958 million shares of Jianghai Co., representing 1.13% of the circulating shares, with an estimated floating profit of approximately 14.5014 million CNY [2] - The fund has a total scale of 3.028 billion CNY, with a year-to-date return of 53.64%, ranking 134 out of 4222 in its category, and a one-year return of 103.46%, ranking 133 out of 3795 [2] Group 3 - The fund manager of "Manulife Transformation Opportunity Stock A" is Meng Jie, who has been in the position for 5 years, with the fund's total asset scale at 4.785 billion CNY and the best return during his tenure being 65.4% [3] Group 4 - "Manulife Transformation Opportunity Stock A" has Jianghai Co. as its fifth-largest heavy stock, holding 9.2958 million shares, which accounts for 5.71% of the fund's net value, with an estimated floating profit of approximately 14.5014 million CNY [4]

Group 1 - The financing balance on the Shanghai Stock Exchange reached 1,152.873 billion yuan, a decrease of 4.56 billion yuan from the previous trading day [1] - The financing balance on the Shenzhen Stock Exchange was 1,103.973 billion yuan, down by 5.156 billion yuan from the previous trading day [1] - The total financing balance for both exchanges combined was 2,256.846 billion yuan, a reduction of 9.716 billion yuan from the previous trading day [1] Group 2 - The A-share market closed down by 1.25%, ending at 3,765.88 points [1] - The trading volume in the Shanghai, Shenzhen, and Beijing markets increased to 25.8 trillion yuan, a week-on-week growth of 186.1 billion yuan [1] - The top ten stocks with net financing purchases included Jianghuai Automobile (384 million yuan) and Ningbo Huaxiang (374 million yuan) [1] Group 3 - Leveraged funds favored convertible bond targets, sodium-ion batteries, solid-state batteries, ultra-clear video, and unicorn-related sectors [2] - The top ten stocks with net financing sales included Cambrian (negative 1.626 billion yuan) and Victory Technology (negative 715 million yuan) [2]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][4]. Core Views - The company achieved a record high revenue in a single quarter, with 1H25 revenue reaching 2.694 billion yuan, a year-on-year increase of 13.96%. The net profit attributable to the parent company was 358 million yuan, up 3.19% year-on-year [1]. - The demand for aluminum electrolytic capacitors and supercapacitors is expected to rise significantly due to the high voltage requirements in AI servers, leading to increased revenue and profit forecasts for the company [3][4]. - The company is focusing on expanding production capacity for supercapacitors, which are anticipated to become standard components in AI computing clusters due to their ability to provide instantaneous power compensation [3][4]. Financial Performance Summary - In 1H25, the company's aluminum electrolytic capacitor revenue was 2.229 billion yuan, with a gross margin of 26.75%, driven by strong demand in the photovoltaic and UPS power supply sectors [2]. - Supercapacitor revenue reached 162 million yuan in 1H25, marking a year-on-year increase of 48.93%, although the gross margin decreased to 16.86% due to expansion into new application areas [3]. - The company has revised its profit forecast for 2025-2027, expecting net profits of 800 million, 1.1 billion, and 1.5 billion yuan respectively, with year-on-year growth rates of 17%, 45%, and 38% [4][5]. Financial Projections - The projected revenue for 2025 is 5.382 billion yuan, with a net profit of 763 million yuan, reflecting a 16.5% increase from the previous year [5]. - The company's earnings per share (EPS) is expected to rise from 0.84 yuan in 2023 to 1.79 yuan by 2027 [5][21]. - The price-to-earnings (P/E) ratio is projected to decrease from 21.3 in 2023 to 10.0 by 2027, indicating an improving valuation over time [5][21].

Core Insights - The company achieved a record high revenue in a single quarter, with 1H25 revenue reaching 2.694 billion yuan (YoY +13.96%) and net profit attributable to shareholders at 358 million yuan (YoY +3.19%) [1] - In 2Q25, the company reported revenue of 1.536 billion yuan (YoY +17.02%, QoQ +32.69%) and net profit attributable to shareholders of 206 million yuan (YoY -1.92%, QoQ +35.82%) [1] - The company's gross margin for 1H25 was 24.93% (YoY -0.01 percentage points) and net margin was 13.42% (YoY -1.46 percentage points) [1] Aluminum Electrolytic Capacitors - Revenue from aluminum electrolytic capacitors reached 2.229 billion yuan in 1H25 (YoY +16.70%) with a gross margin of 26.75% (YoY +0.19%) [2] - Growth was driven by increased demand in the photovoltaic sector due to a shift to market-based pricing and sustained demand in UPS and communication power supply sectors [2] - New product developments include MLPC for AI servers and solid-liquid hybrid capacitors for the automotive sector, with expectations for increased demand for high-voltage capacitors [2] Supercapacitors - Supercapacitor revenue was 162 million yuan in 1H25 (YoY +48.93%) with a gross margin of 16.86% (YoY -3.71%) [3] - The decline in gross margin is attributed to the company's efforts to explore new application areas for supercapacitors [3] - Supercapacitors are expected to become standard components in AI computing clusters due to their ability to provide instantaneous power compensation during power fluctuations [3] Investment Outlook - The company has raised its profit forecast, expecting net profits attributable to shareholders of 800 million yuan, 1.1 billion yuan, and 1.5 billion yuan for 2025-2027, with growth rates of 17%, 45%, and 38% respectively [4] - Current stock price corresponds to PE ratios of 36, 26, and 19 times for the respective years [4]

Core Viewpoint - Jianghai Co., Ltd. has indicated that investors should pay attention to relevant announcements regarding the company's share repurchase progress [2] Group 1 - The company responded to investor inquiries on September 4 regarding its share repurchase activities [2]