广州市天河区珠江新城珠江西路 21 号 粤海金融中心 28 层 邮编：510627 电话：（86-20）2805-9088 传真：（86-20）2805-9099 junhegz@junhe.com 北京市君合（广州）律师事务所 关于广东宏大控股集团股份有限公司 2025 年第三次临时股东会的法律意见 致：广东宏大控股集团股份有限公司 5. 公司在指定信息披露媒体上公告的所有资料是完整、充分、真实的，并且不存 在任何虚假、隐瞒或重大遗漏的情况。 北京市君合（广州）律师事务所（以下简称"本所"）接受广东宏大控股集团股份 有限公司（以下简称"公司"）的委托，指派本所经办律师出席了公司于 2025 年 8 月 18 日在广州市天河区兴民路 222 号 C3 天盈广场东塔 56 层会议室召开的 2025 年第三 次临时股东会（以下简称"本次股东会"）的现场会议。现根据《中华人民共和国公司 法》《中华人民共和国证券法》《上市公司股东会规则》等中国（为本法律意见之目的， "中国"不包括香港特别行政区、澳门特别行政区及台湾地区）现行法律、法规和规范 性文件（以下简称"法律、法规"）以及《广东宏大控股集团股份有限公司章程》（ ...

证券代码：002683 证券简称：广东宏大 公告编号：2025-055 （一）召开情况 1、召集人：广东宏大控股集团股份有限公司第六届董事会 2、召开时间：2025 年 8 月 18 日下午 15:30 广东宏大控股集团股份有限公司 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。 特别提示： 1.本次股东会未出现否决议案的情形。 2.本次股东会未出现涉及变更前次股东会决议的情况。 一、 会议召开和出席情况 本次会议采取现场投票和网络投票相结合的方式。参加本次股东 会的股东（股东授权委托代表）共661人，代表股份410,516,254股， 占公司总股份的54.0151%。其中：通过现场投票的股东12人，代表 股份271,294,129股，占公司总股份的35.6965%；通过网络投票的股东 649人，代表股份139,222,125股，占公司总股份的18.3186%。 公司全部董事、监事，部分高级管理人员以及北京市君合（广州） 律师事务所见证律师参加了现场会议。 二、议案审议表决情况 3、召开地点：广州市天河区兴民路 222 号 ...

Investment Rating - The report maintains a positive outlook on the chemical industry, particularly focusing on heat dissipation materials and helium gas from Russia, as well as incidents affecting Zhongkun Chemical [3][4]. Core Insights - The macroeconomic judgment indicates that non-OPEC countries are expected to lead an increase in oil production, with a significant overall supply growth anticipated. Global GDP growth is projected at 2.8%, with stable oil demand despite some slowdown due to tariffs [3][4]. - The trend towards liquid cooling in AI servers is highlighted, with significant power requirements leading to increased demand for specialized cooling materials. The report suggests monitoring companies like Bayi Shikong, New Era, Dongyangguang, Yonghe Co., and Juhua Co. [3][4]. - Recent incidents affecting helium supply in Russia and a fire at Zhongkun Biotech are expected to positively impact the helium supply-demand balance, with recommendations to focus on companies like Guanggang Gas, Huate Gas, and Jinhong Gas [3][4]. Summary by Sections Industry Dynamics - Oil supply is expected to increase significantly, with non-OPEC countries leading the way. Global oil demand remains stable, but growth may slow due to tariff impacts. Coal prices are expected to stabilize at low levels, while natural gas export facilities in the U.S. may reduce import costs [4][5]. Chemical Sector Configuration - The report notes a decrease in oil prices and an increase in coal prices, with industrial product PPI showing a year-on-year decline of 3.6%. Manufacturing PMI recorded at 49.3%, indicating a slight contraction in manufacturing activity [3][5]. Investment Analysis - Traditional cyclical investments should focus on leading companies in their respective sectors, including Wanhu Chemical, Hualu Hengsheng, and Baofeng Energy. Growth sectors include semiconductor materials and OLED panel materials, with specific companies highlighted for their potential [3][4][17].

Investment Rating - The industry rating is "Recommended" [4] Core Views - The report highlights a significant increase in fixed asset investment in water and electricity sectors, with a focus on regional infrastructure [1][3] - The cement market remains stable, while glass prices are experiencing fluctuations due to competitive dynamics [2] - The real estate market shows a decline in transaction volumes for both new and second-hand homes [3][21] - The report emphasizes the ongoing demand for construction materials driven by major national projects and infrastructure investments [7][8] Summary by Sections Investment Recommendations - Recommended stocks include strong performers like "Three Trees" and high-dividend stocks such as "Weixing New Materials" and "Rabbit Baby" [1] - Cement leaders like "Huaxin Cement" and "Conch Cement" are recommended due to their cost and scale advantages [7] - The report suggests focusing on companies benefiting from major engineering projects, such as "China Power Construction" and "China Energy Construction" [8] Market Trends - The national cement price is reported at 340.33 CNY/ton, showing stability despite low demand [2] - The average price of float glass has decreased to 1235.66 CNY/ton, reflecting a 3.08% decline from the previous week [2][73] - The report notes a 1.6% year-on-year increase in fixed asset investment, with infrastructure investment growing by 3.2% [3][6] Real Estate Market - New home transaction volume in 30 major cities decreased by 12% year-on-year, with a significant 44.7% drop from the previous week [3][21] - Second-hand home transactions in 15 monitored cities showed a slight decline of 1.7% year-on-year [3][21] Sector Performance - The report indicates a robust performance in the industrial sector, with a 9.0% year-on-year increase in industrial investment [6] - The water and electricity sectors are highlighted for their strong investment growth, with electricity supply investment up by 21.5% [6]

Group 1 - The chemical sector is experiencing a pullback, with the chemical ETF (516020) showing a decline of 0.74% as of the report [1][2] - Key stocks in the sector, such as SanKe Tree and Guangdong Hongda, have seen declines exceeding 2%, while several others have dropped over 1%, negatively impacting the overall sector performance [1][2] - Current trends indicate that the supply-side reform in China's chemical industry may accelerate due to reduced capacity in Europe and a slowdown in new capacity expansion in China, potentially benefiting leading companies [1][3] Group 2 - Chinese chemical companies are solidifying their cost and efficiency advantages, with leading firms entering a long-term upward performance phase [3] - The chemical industry is currently operating at a relatively high capacity, with core product operating rates generally above 65%, which is more favorable compared to the oversupplied photovoltaic sector [3] - The chemical ETF (516020) is currently trading at a price-to-book ratio of 2.09, which is at a low point historically, suggesting a favorable long-term investment opportunity [3][4] Group 3 - The "anti-involution" trend is expected to be a key focus for the chemical supply-side narrative, with recommendations to pay attention to sectors with significant supply compression and leading companies [4] - The chemical ETF (516020) tracks the CSI segmented chemical industry index, covering various sub-sectors and concentrating nearly 50% of its holdings in large-cap leading stocks [4][5] - Investors can also consider the chemical ETF linked funds (A class 012537/C class 012538) for exposure to the chemical sector [5]

Core Viewpoint - Guangdong Hongda (002683) actively participated in the "2025 Mining Frontier and Information Technology Intelligent Technology Conference" held in Huangshi, Hubei, showcasing its commitment to innovation in the mining industry [1] Company Summary - Hongda Explosive, a subsidiary of Guangdong Hongda, co-organized the conference and presented its newly developed product, the UK-20E pure electric underground mining vehicle [1] - The UK-20E is designed for medium and small hard rock mines, featuring a load capacity of 20 tons and the ability to operate in tunnels with dimensions of 3×3 meters [1] - The vehicle is capable of stable operation under full load in long spiral transport tunnels with a gradient of up to 25% [1] Industry Summary - The conference highlighted advancements in mining technology and the importance of information technology in the sector, indicating a trend towards increased automation and efficiency in mining operations [1]

Core Viewpoint - The military industry sector has become a popular focus in the A-share market, with multiple concept stocks experiencing significant increases due to preparations for the "9.3 Military Parade" and ongoing geopolitical risks from conflicts such as Russia-Ukraine and Israel-Palestine [1] Group 1: Market Dynamics - The recent surge in military stocks is driven by three main factors: the upcoming Army Day and military parade expectations, a new cycle of global military spending expansion, and the potential for increased asset securitization rates among state-owned military enterprises due to deepening reforms [1] - The Shanghai Cooperation Organization's defense ministers' meeting in Qingdao, where multiple ministers visited China's 052D destroyer, has further strengthened market expectations regarding China's military equipment export potential [1] Group 2: Company Responses and Developments - Companies like Shanhai Intelligent are currently focused on domestic military equipment delivery and are actively developing products suitable for military trade [2] - Tianhe Defense exports military products through military trade companies, adhering to national military trade policies [4] - Guangdong Hongda is engaged in both domestic and international military trade markets, focusing on traditional and smart munitions [6] - Zhongtian Rocket has military trade products, including small guided rockets, exported to Middle Eastern countries [8] - Aerospace Rainbow reports a historical high in foreign trade product orders, with its drones being well-regarded internationally for their performance and cost-effectiveness [15] - AVIC Shenyang Aircraft has established a military trade development committee to enhance its military trade operations and align with national strategies [17] - Huachang Technology has signed military trade export orders for 2025 and is actively organizing production [19] - Companies like Optoelectronics Co. are focusing on maintaining military trade as a vital part of their defense industrial economy, with plans to enhance their professional military trade teams and product promotion [21]

Group 1: Macro and Strategy Insights - The report discusses the interaction between the Kondratiev cycle and capacity cycles, highlighting that major technological innovations drive the Kondratiev cycle, influencing fixed asset investment waves through macro profit rates [7][8] - It notes that during the down phase of the Kondratiev cycle, a decline in macro profit rates leads to a rigid constraint on capacity utilization, creating a vicious cycle of profit decline, investment reduction, and increased idle capacity [8] - The report emphasizes that global capacity expansion has a "15-year time lag," exacerbating domestic competition pressures, indicating that overcapacity has become a normalized dilemma rather than a temporary issue [8] Group 2: Industry and Company Developments - The social services sector is highlighted for its competitive advantages through high-cost performance products and mature membership systems, with companies like Dongfang Zhenxuan showing improved GMV and membership growth [24][25] - The mechanical industry is experiencing growth, with the 2025 World Robot Conference showcasing new humanoid robots, indicating rapid development in the domestic robotics industry [27][28] - In the AI infrastructure sector, the report notes that demand is driving continued capital investment in data centers, benefiting companies involved in gas turbines and cooling units [29][30] Group 3: Financial Market Trends - The report indicates that the public REITs market is experiencing a slight decline, with the average weekly return for property and operating rights REITs being -0.45% and -0.03% respectively, while warehouse logistics and energy sectors show positive performance [12][14] - It highlights that the bond market remains active, with a slight rebound in long-term bonds, and the 30-year government bond yield is at a historically low level, suggesting a stable investment environment [10][11] - The report also mentions that the stock market is showing resilience, with the Shanghai Composite Index returning above 3600 points, driven by sectors like military and rare earths [17][18]

Core Viewpoint - The company plans to acquire 60% of Dalian Changzhilin Technology Co., Ltd. for 1.02 billion yuan, which is seen as a low valuation with high profitability and quality assets [1] Group 1: Acquisition Details - The acquisition of Changzhilin is valued at 1.7 billion yuan, with a projected net profit of 156 million yuan for 2024, resulting in a PE ratio of 10.9X [1] - Changzhilin's net asset value at the end of 2024 is estimated at 1.07 billion yuan, leading to a PB ratio of 1.6X [1] - The net profit margin for Changzhilin in 2024 is projected at 21.3%, significantly higher than the 8.6% margin of Guangdong Hongda [1] Group 2: Industry Position and Product Development - Changzhilin is a leader in the aerospace components sector, with its core product "aerospace clamps" holding the largest market share domestically [2] - The company has achieved breakthroughs in PEEK materials and has developed technologies that replace imports, contributing to the successful first flight of the C919 aircraft [2] - Future development will focus on PEEK material applications and new products in aviation, with significant advancements in polymer materials [2] Group 3: Financial Impact and Performance Commitments - The acquisition is expected to increase business revenue and net profit by 731 million yuan and 93 million yuan, respectively, based on 2024 data [3] - Performance commitments include profit-sharing agreements based on Changzhilin's net profit exceeding certain thresholds from 2025 to 2029 [3][4] - The agreement stipulates that cash flow from operating activities must meet specified ratios to ensure profit distribution [4] Group 4: Strategic Direction and Future Outlook - The acquisition aligns with Guangdong Hongda's strategy to accelerate its transition to the military industry, enhancing synergy between new and existing businesses [4] - The company aims to develop a multi-dimensional military business model, integrating various capabilities in defense equipment [4] - An additional capital increase of 1.62 billion yuan to Hongda Defense is planned to strengthen financial capacity for future growth [4] Group 5: Financial Projections - Revenue projections for 2025-2027 are 17.266 billion, 20.053 billion, and 23.954 billion yuan, reflecting year-on-year growth rates of 26.47%, 16.14%, and 19.45% [5] - Expected net profits for the same period are 1.177 billion, 1.447 billion, and 1.703 billion yuan, with growth rates of 31.09%, 22.92%, and 17.72% [5] - The current stock price corresponds to PE ratios of 24.38, 19.83, and 16.85 for 2025-2027 [5]

Investment Rating - The investment rating for the company is "Outperform the Market" (maintained) [1][4][13] Core Views - The company plans to acquire a 60% stake in Dalian Changzhilin Technology Co., Ltd. for 1.02 billion yuan to strengthen its defense equipment segment and enhance future financial and operational capabilities [2][10] - The acquisition is deemed fair in valuation, with a 98.97% increase in the valuation of total equity compared to the book value of net assets, and a valuation to net profit ratio of 10.92 [2][3][10] - Dalian Changzhilin specializes in aviation components, and the acquisition is expected to create significant synergies with the company's existing defense equipment business [10][11] - The company has sufficient cash reserves, with a cash balance of 2.938 billion yuan and a debt-to-asset ratio of 50.27% as of March 31, 2025, indicating that the acquisition will not adversely affect its liquidity [2][12] Summary by Sections Acquisition Details - Guangdong Hongda's subsidiary, Hongda Defense, will acquire 60% of Dalian Changzhilin for 1.02 billion yuan, enhancing its defense equipment capabilities [2][10] - Dalian Changzhilin reported a revenue of 731 million yuan and a net profit of 156 million yuan in 2024, with a net profit margin of 21.28% [3][9] Financial Health - As of March 31, 2025, Guangdong Hongda's total assets were approximately 14.57 billion yuan, with total liabilities of about 3.51 billion yuan and net assets of approximately 11.05 billion yuan [9][12] - The acquisition will utilize about 34.72% of the company's cash reserves, ensuring that operational liquidity remains intact [12][13] Profit Sharing Mechanism - A detailed profit-sharing and compensation mechanism has been established for the acquisition, ensuring that profits are distributed based on performance metrics over the next five years [11][12] Long-term Outlook - The company is expected to achieve steady growth, with projected net profits of 1.07 billion yuan, 1.20 billion yuan, and 1.32 billion yuan for 2025, 2026, and 2027 respectively, indicating a positive growth trajectory [13][16]