北京中银律师事务所 关于西陇科学股份有限公司 2025 年第一次临时股东大会的 法律意见书 地址：北京市朝阳区光华路正大中心北塔 11-12 层 网址：www.zhongyinlawyer.com 电话：65876666 法律意见书 北京中银律师事务所 关于西陇科学股份有限公司 2025 年第一次临时股东大会的法律意见书 致：西陇科学股份有限公司 北京中银律师事务所（以下称"本所"）接受西陇科学股份有限公司（以下简 称"公司"）的委托，根据《中华人民共和国公司法》等法律、行政法规、规范性 文件及《西陇科学股份有限公司章程》（以下简称"《公司章程》"）的有关规定， 就公司 2025 年第一次临时股东大会（以下简称"本次股东大会"）的召集、召开程 序、出席人员及召集人资格、大会表决程序、表决结果等事宜，出具法律意见。 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》等规定及本法律意见出具日 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，保证本法律意见书所认定的事实真实、准确、完整， 所发表 ...

Core Viewpoint - The development of China's chemical reagent industry has evolved from reliance on imports to gradual self-sufficiency, transitioning from low-end general reagents to high-end specialized reagents, with significant growth projected in market size [1][8]. Group 1: Industry Definition and Classification - Chemical reagents are refined fine chemical products derived from industrial-grade chemicals, classified by usage into general chemical reagents, PCB chemical reagents, and ultra-pure reagents, and by purity levels ranging from experimental pure (≥90%) to high purity (≥99.99%) [2][10]. Group 2: Current Development Status - The chemical reagent industry in China has undergone five stages: initial stage, developmental stage, reform and opening-up stage, rapid development stage, and mature development stage, with the current market becoming increasingly competitive [5][7]. Group 3: Market Size and Growth - The market size of China's chemical reagent industry is expected to grow to 240 billion yuan in 2024, an increase of 18.6 billion yuan from 2023, and is projected to reach 260 billion yuan by 2025 [1][8]. Group 4: Industry Chain - The chemical reagent industry is a crucial branch of laboratory supplies and fine chemicals, with the upstream including chemical raw materials, packaging materials, and equipment; the midstream focusing on research and production; and the downstream applications spanning various fields such as pharmaceuticals, new materials, and environmental protection [10][12]. Group 5: Competitive Landscape - The global chemical reagent market is dominated by foreign companies, with major players including Sigma-Aldrich, Thermo Fisher Scientific, and Cayman Chemical, which collectively hold over 80% of the market share in China's research reagent market [14][15]. Group 6: Development Trends - The industry is experiencing transformation driven by technological advancements, with increasing demand for high-performance chemical reagents, particularly in the fields of biotechnology, pharmaceuticals, electronics, and new energy [18][19][20]. - Environmental sustainability is becoming a key trend, prompting the development of green chemical reagents that meet environmental standards [18].

Core Viewpoint - West Long Science Co., Ltd. announced the release and new pledge of shares by its actual controller, Huang Shaoqun, indicating personal funding needs while emphasizing that this will not adversely affect the company's operations or governance [3][4]. Group 1: Share Pledge Details - Huang Shaoqun released 10,250,000 shares, accounting for 18.14% of his holdings and 1.75% of the company's total share capital, with the release date set for August 6, 2025 [3]. - He also pledged 10,860,000 shares, representing 19.22% of his holdings and 1.86% of the company's total share capital, starting from August 6, 2025 [3]. - As of the announcement date, Huang Shaoqun had a total of 33,390,000 shares pledged, with the cumulative pledge by him and his concerted actors accounting for 34.50% of his holdings and 8.83% of the company's total share capital [3]. Group 2: Regulatory Issues - On July 7, 2023, West Long Science received an administrative penalty from the Guangdong Securities Regulatory Bureau for information disclosure violations, resulting in a fine of 1.2 million yuan [4]. - The company was found to have inflated revenue and profits through fictitious trading activities involving ethylene glycol and methanol [4]. - Huang Shaoqun and other executives received individual fines ranging from 50,000 to 800,000 yuan for their roles in the violations [4]. Group 3: Company Overview and Financial Performance - West Long Science was established on July 19, 1994, with a registered capital of 5.852 billion yuan, focusing on the R&D, production, and sales of chemical reagents and raw materials [5][6]. - The company reported revenues of 6.183 billion yuan, 7.092 billion yuan, and 7.816 billion yuan for 2022 to 2024, reflecting year-on-year growth rates of 14.93%, 24.42%, and 10.22% respectively [6]. - The net profit attributable to shareholders for the same period was 88.05 million yuan, 33.35 million yuan, and 61.77 million yuan, with year-on-year changes of -52.93%, -62.56%, and 85.24% respectively [6]. - The company's asset-liability ratios were 53.46%, 50.64%, and 51.10% for the years 2022 to 2024 [6].

数据显示，截止7月29日，A股市场共有5817家上市公司。作为上市公司核心管理层关键成员，财务总 监CFO不仅需要确保公司财务稳健、资金高效运转，更需要从财务视角为公司的战略制定提供支撑，其 能力与决策直接影响公司的财务健康、战略成败、资本市场形象乃至生存风险。据2024年年报显示，去 年A股CFO（财务总监、财务负责人等）薪酬合计达42.43亿元，平均薪酬76.03万元。 专题：专题|2024年度A股董秘数据报告：1144位董秘年薪超百万 占比超21% 在计算机设备行业中，CFO薪酬与企业业绩表现出显著的相关关系。其中，四个薪酬段对应的营收增速 分别为3.42%、6.34%、8.75%，随CFO薪酬增长而显著提升。其对应的归母净利润增速分别为-1.08%、 6.73%、16.47%，也与CFO薪酬表现出显著的相关性。 MACD金叉信号形成，这些股涨势不错！ 从学历角度来看，除去一位缺失学历信息的CFO后，余下70位CFO中本科和硕士学历分别有32位、29 位，共计61位，占比为86%。值得注意的是，计算机设备行业中大专学历平均薪酬高于本、硕、博平均 薪酬，主要是由于大专学历平均薪酬受到大华股份徐巧芬207. ...

证券代码：002584 证券简称：西陇科学 公告编号：2025-039 西陇科学股份有限公司 实际控制人部分股份解除质押暨新增质押公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误 导性陈述或重大遗漏。 | 黄 | | | 32,780,00 | | 33,390,00 | | 59.10 | | 19,890,0 | | 59.57 | 22,485, | 97.3 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 少 | 56,500,000 | 9.65% | | 0 | | 0 | % | 5.71% | 00 | | % | 000 | % | | 群 | | | | | | | | | | | | | | | 黄 伟 | 37,934,656 | 6.48% | | 0 | | 0 | — | 0% | | 0 | — | 28,450, | 75% | | 波 | | | | | | | | | | | | 992 | | | 黄 侦 | ...

| 601298 | 青岛港 | 1.82 | 0.31 | 8.86 | 8.95 | 1.01 | | --- | --- | --- | --- | --- | --- | --- | | 300782 | 卓胜微 | 2.88 | 3.82 | 77.15 | 77.90 | 0.98 | | 600368 | 五洲交 | 1.39 | 2.44 | 4.35 | 4.39 | 0.91 | | | 通 | | | | | | | 872808 | 曙光数 | 1.02 | 2.07 | 61.05 | 61.60 | 0.90 | | | 创 | | | | | | | 600797 | 浙大网 | 2.21 | 12.71 | 10.09 | 10.18 | 0.86 | | | 新 | | | | | | | 603931 | 格林达 | 1.26 | 2.57 | 27.21 | 27.42 | 0.78 | | 002584 | 西陇科 | 0.78 | 5.68 | 9.04 | 9.10 | 0.71 | | | 学 | | | | | | | 688593 | 新相微 | 1.50 | ...

Market Overview - The Shanghai Composite Index is at 3568.96 points with a change of 0.25% [1] - The total trading volume of A-shares is 11803.88 billion yuan [1] Technical Analysis - 42 A-shares have seen their 5-day moving average cross below the 10-day moving average [1] - Notable stocks with significant distance between their 5-day and 10-day moving averages include: - Sifang Precision (300468) with a distance of -1.65% [1] - Zhongyou Capital (000617) with a distance of -1.06% [1] - Langxin Group (300682) with a distance of -0.89% [1] Individual Stock Performance - Sifang Precision (300468) has decreased by 1.63% today with a turnover rate of 5.43% [1] - Zhongyou Capital (000617) has decreased by 3.65% today with a turnover rate of 1.65% [1] - Langxin Group (300682) has decreased by 0.86% today with a turnover rate of 1.91% [1] - Other stocks with notable performance include: - China Life Insurance (601319) with a slight increase of 0.12% [1] - Haosen Intelligent (688529) with an increase of 1.31% [1] - Donglai Technology (688129) with an increase of 1.88% [1] Additional Stock Data - Stocks showing a decrease in their 5-day moving average compared to the 10-day moving average include: - Mengjie (002397) down by 1.39% [1] - Greenland Holdings (600606) down by 0.53% [1] - Lida Xin (605365) down by 0.88% [1] - Stocks with minor changes include: - Jiemai (300868) down by 0.23% [2] - Lianchuang Electronics (002036) up by 0.19% [2] - ST Panda (600599) up by 0.26% [2]

Market Overview - The Shanghai Composite Index closed at 3567.02 points, with a change of 0.20% [1] - The total trading volume of A-shares reached 932.32 billion yuan [1] Technical Analysis - A total of 45 A-shares experienced a death cross, where the 5-day moving average fell below the 10-day moving average [1] - Notable stocks with significant distance between their 5-day and 10-day moving averages include: - Sifang Jingchuang (300468) with a distance of -1.64% - Zhongyou Capital (000617) with a distance of -1.04% - Langxin Group (300682) with a distance of -0.94% [1] Individual Stock Performance - Sifang Jingchuang (300468) saw a decline of 1.58% with a trading turnover of 4.30% [1] - Zhongyou Capital (000617) decreased by 3.42% with a turnover of 1.28% [1] - Langxin Group (300682) fell by 1.37% with a turnover of 1.64% [1] - Other notable stocks include: - China Life Insurance (601319) increased by 0.37% [1] - Haosen Intelligent (688529) rose by 0.71% [1] - Donglai Technology (688129) increased by 1.25% [1] Additional Stock Movements - Stocks with minor declines include: - Huatai Wine Industry (000995) down by 1.31% [1] - Changyang Technology (688299) down by 0.22% [1] - Dream Jie's (002397) decline of 1.39% [1] - Stocks with slight increases include: - Matrix Technology (301299) up by 1.15% [2] - Lianxin Electronics (002036) down by 0.47% [2]

Market Overview - The Shanghai Composite Index is at 3568.16 points, with a change of 0.23% [1] - The total trading volume of A-shares is 697.23 billion yuan [1] Technical Analysis - 49 A-shares have seen their 5-day moving average cross below the 10-day moving average [1] - Notable stocks with significant distance between their 5-day and 10-day moving averages include: - Sifang Precision (300468) at -1.60% - Langxin Group (300682) at -0.99% - Zhongyou Capital (000617) at -0.91% [1] Individual Stock Performance - Sifang Precision (300468): Today's change is -1.11%, with a latest price of 37.52 yuan, which is -8.04% from the 10-day moving average [1] - Langxin Group (300682): Today's change is -1.88%, with a latest price of 19.29 yuan, which is -6.20% from the 10-day moving average [1] - Zhongyou Capital (000617): Today's change is -2.05%, with a latest price of 8.59 yuan, which is -4.96% from the 10-day moving average [1] - Other stocks with notable performance include: - China Reinsurance (601319): +0.12%, latest price 8.17 yuan, -2.73% from the 10-day moving average [1] - Haosen Intelligent (688529): +0.76%, latest price 19.97 yuan, -0.99% from the 10-day moving average [1] - Huangtai Liquor (000995): -1.52%, latest price 14.29 yuan, -3.99% from the 10-day moving average [1]

Core Viewpoint - As of August 1, 2025, Xilong Science (002584) experienced a stock price decline of 1.44%, closing at 8.89 yuan, with a trading volume of 184,000 hands and a transaction amount of 164 million yuan [1] Financial Performance - For the first quarter of 2025, the company reported total operating revenue of 1.724 billion yuan, a year-on-year decrease of 10.93% [1] - The net profit attributable to shareholders was 8.639 million yuan, reflecting a year-on-year increase of 22.59% [1] - The non-recurring net profit was 5.970 million yuan, showing a year-on-year growth of 25.53% [1] - The company's liquidity ratios include a current ratio of 1.597 and a quick ratio of 1.273, with a debt-to-asset ratio of 52.16% [1] Investment and Business Activities - Xilong Science has made investments in 26 companies and participated in 1,616 bidding projects [2] - The company holds 292 trademark registrations and 90 patents, along with 58 administrative licenses [2] - Established in 1994 and located in Shantou, the company primarily engages in the manufacturing of chemical raw materials and products, with a registered capital of approximately 5.852 billion yuan [1][2]