北京炜衡（上海）律师事务所 关于 深圳市和科达精密清洗设备股份有限公司 2025 年第一次临时股东大会的 法律意见书 二〇二五年十一月 中国上海市中山东二路 600 号 BFC 外滩金融中心 S1 幢 26 楼 sh.weihenglaw.com 北京炜衡（上海）律师事务所 法律意见书 北京炜衡（上海）律师事务所 法律意见书 北京炜衡（上海）律师事务所 关于深圳市和科达精密清洗设备股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：深圳市和科达精密清洗设备股份有限公司 根据深圳市和科达精密清洗设备股份有限公司（以下简称"公司"）与北京 炜衡（上海）律师事务所（以下简称"本所"）签订的法律服务合同的约定及受 本所指派，本所律师出席公司 2025 年第一次临时股东大会（以下简称"本次股 东大会"），并根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和规范 性文件，以及现行有效《深圳市和科达精密清洗设备股份有限公司章程》（以下 简称"《公司章程》"）的有关规定，对本次股东大会的召集、召开程序、召集 人资格、出席和列席会议人员的资格 ...

证券代码：002816 证券简称：*ST和科 公告编号：2025-056 深圳市和科达精密清洗设备股份有限公司 第五届董事会第一次会议决议公告 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。 深圳市和科达精密清洗设备股份有限公司（以下简称"公司"）第五届董事 会第一次会议通知于 2025 年 11 月 7 日通过电子邮箱、微信等方式发出。会议于 2025 年 11 月 13 日下午 17:00 在深圳市龙华区大浪街道华荣路 294 号和科达工业 园公司会议室以现场及通讯方式召开。本次会议应参加出席董事 6 名，实际参加 出席会议董事 6 名，其中董事长孟宇亮、董事王蓓蓓以通讯方式参会。全体董事 共同推举孟宇亮先生主持本次会议。本次会议的召集、召开符合《公司法》及《公 司章程》的相关规定。与会董事对会议议案进行讨论，并逐项投票表决： 一、以 6 票同意、0 票反对、0 票弃权，审议通过了《关于选举公司第五届 董事会董事长的议案》 根据《公司法》《公司章程》等有关规定，与会董事一致同意选举孟宇亮先 生为公司第五届董事会董事长，为公司法定代表人，任期三年，自本次董事 ...

Market Overview - On Thursday, the Shanghai Composite Index rose by 1.0%, the CSI 300 increased by 1.4%, the STAR Market 50 surged by 3.3%, the CSI 1000 climbed by 1.2%, the ChiNext Index went up by 1.8%, and the Hang Seng Index gained 2.1% [5][6] - The best-performing sectors on Thursday included non-ferrous metals (+3.1%), electronics (+3.0%), telecommunications (+2.4%), basic chemicals (+2.0%), and automobiles (+1.8%). The worst-performing sectors were media (-1.4%), social services (-1.1%), retail (-1.0%), beauty and personal care (-0.5%), and banking (-0.4%) [5][6] - The total transaction amount in the Shanghai and Shenzhen markets on Thursday was 20,553 billion yuan, with a net inflow of 5.48 billion Hong Kong dollars from southbound funds [6] Important Recommendations Company Analysis: *ST He (002816) - The company is undergoing a strategic transformation and diversification, anticipating a recovery in profitability. The leading position in cleaning equipment is expected to benefit from the semiconductor business expansion [7] - Revenue projections for 2025-2027 are 273 million, 419 million, and 543 million yuan, with growth rates of 1010%, 54%, and 29% respectively. Net profit forecasts are 11.77 million, 53.39 million, and 87.16 million yuan, with growth rates of -354%, 63% [7] - Catalysts include the delivery of maskless lithography equipment and new equipment orders [7] Company Analysis: Jianfa Co. (600153) - Jianfa Co. is expected to experience a turnaround, with previously pessimistic market expectations regarding its joint venture and home furnishing business being challenged by new operational changes [8] - Revenue forecasts for 2025-2027 are 652,563 million, 672,826 million, and 697,093 million yuan, with growth rates of -6.95%, 3.11%, and 3.61%. Net profit projections are 2,286 million, 3,076 million, and 4,560 million yuan, with growth rates of -22.39%, 34.55%, and 48.26% [8] - Key drivers include changes in management and operational strategy [8] Important Insights Fixed Income Credit Bonds - The financial bond market has become the largest sector for non-bank institutional investment, showcasing higher market value due to its safety compared to interest rate bonds and liquidity of public bonds [10] - The likelihood of unexpected credit events in the future is considered low, and there is a detailed analysis of the investment value in niche financial sectors such as AMC, financial leasing, and commercial leasing [10] Media Industry Analysis - The proportion of heavy positions in media stocks rose to 4.66% in Q3 2025, an increase of 0.55 percentage points, significantly above the industry standard of 2.88% [11] - The top ten media heavy positions include Tencent, Kuaishou, Giant Network, and ST Huasheng, with notable increases in holdings for gaming-related stocks [11] - Investment opportunities are highlighted for ST Huasheng, which may expand significantly if it completes its delisting process [11]

Investment Rating - The report gives *ST HeKe a "Buy" rating, indicating a positive outlook for the company's future growth opportunities [4][10]. Core Insights - The company has experienced a rapid recovery in performance, with a significant revenue increase of 2932.86% in the first three quarters of 2025, driven by strategic transformation and diversification into emerging sectors such as semiconductors and renewable energy [1][4]. - The Chinese semiconductor equipment market is growing rapidly, with a projected market size of $49.55 billion in 2024, accounting for over 40% of the global market share [1][33]. - The acquisition of HeKe Semiconductor has positioned the company to develop advanced semiconductor equipment, including maskless lithography machines, enhancing its competitive edge in the market [2][46]. Summary by Sections 1. Strategic Transformation and Diversification - The company has over 30 years of experience in the industrial cleaning equipment sector and is now expanding into semiconductor and renewable energy markets, which are expected to provide strong growth momentum [19][22]. - The revenue structure is evolving, with the line harness business becoming a significant growth driver, surpassing the traditional precision cleaning equipment segment [28][55]. 2. Semiconductor Equipment Market Expansion - The Chinese semiconductor equipment market is projected to grow at a CAGR of 26.49%, reaching $90.9 billion by 2027, driven by domestic production and technological advancements [39][41]. - The company aims to capitalize on the growing demand for semiconductor cleaning equipment, which is expected to see a market size increase from $6.46 billion in 2019 to $17.77 billion by 2023, reflecting a CAGR of 28.81% [42][44]. 3. Financial Forecast and Valuation - The company is expected to achieve a revenue CAGR of 41.0% from 2025 to 2027, with net profits projected to turn positive in 2025 and grow significantly in the following years [4][10]. - The estimated earnings per share (EPS) for 2025, 2026, and 2027 are projected to be ¥0.12, ¥0.53, and ¥0.87, respectively, indicating a strong recovery trajectory [4][10]. 4. Technological Advancements and Product Development - The company is focusing on high-end precision cleaning equipment and has made significant advancements in semiconductor equipment, including the development of maskless lithography machines [46][47]. - The integration of renewable energy technologies into agricultural applications demonstrates the company's commitment to innovation and sustainability [61].

Core Insights - The article discusses the significance of electroplating wastewater treatment equipment in addressing the environmental challenges posed by toxic wastewater containing heavy metals and cyanides generated by the electroplating industry [1][4]. Industry Overview - Electroplating wastewater treatment equipment is specialized environmental protection equipment designed to remove pollutants and recover resources through physical, chemical, and biological technologies [2][3]. - In 2024, the wastewater generated by China's electroplating industry is projected to reach 469 million tons, with an expected increase to 489 million tons in 2025 [3][4]. Investment Trends - The investment scale for electroplating wastewater treatment equipment in China is estimated to be 1.3 billion yuan in 2024, an increase of 64 million yuan from 2023, with a projected investment of approximately 1.153 billion yuan in 2025 [4][6]. Industry Chain - The upstream of the electroplating wastewater treatment equipment industry includes raw materials such as metal and non-metal materials, core components, consumables, and chemical agents. The midstream involves the production and system integration of treatment equipment, while the downstream applications include large electroplating factories, small electroplating workshops, and wastewater treatment plants [4][5]. Technological Innovation - The tightening of national environmental policies has led to a focus on technological innovation in electroplating wastewater treatment equipment, with a total of 120 patent applications filed from 2016 to October 2025 [6][7]. Competitive Landscape - The production of electroplating wastewater treatment equipment is primarily dominated by small-scale private enterprises, with a scarcity of companies capable of providing complete sets of equipment. Joint ventures utilizing foreign technology hold a significant share of the high-end equipment market [8]. - Major companies in the industry include Anhui Shuiyun Environmental Protection Co., Ltd., New Dayu Environmental Technology (Guangdong) Group Co., Ltd., and Jiangxi Jindalai Environmental Protection Co., Ltd. [8]. Market Trends - The electroplating industry generates complex wastewater containing a high concentration of heavy metals, making treatment more challenging than ordinary industrial wastewater. Current mainstream treatment methods include iron chip electrolysis and evaporation concentration processes, with a shift towards automation and intelligent systems for improved precision and efficiency [9].

Market Overview - Major market indices opened higher, with the Shanghai Composite Index rising by 0.05% to 3990.27 points, the Shenzhen Component Index increasing by 0.40% to 13484.01 points, and the ChiNext Index up by 1.07% to 3263.98 points [1] Stock Performance - A total of 1761 stocks rose at the opening, with 11 stocks hitting the daily limit up. Notable performers included *ST Wanfang with 11 consecutive limit ups over 13 days, ST Zhongdi with 9 consecutive limit ups, and Pingtan Development with 7 limit ups over 9 days [1] - Conversely, 2802 stocks declined at the opening, with 6 stocks hitting the daily limit down, including *ST Suwu and *ST Heke [1] Price Continuity - Among stocks that hit the limit up yesterday, 9 stocks continued to rise at the opening today, including Pingtan Development and Shikong Technology. Stocks that opened lower included Yashi Chuangneng, Geer Software, and *ST Nanzhi, with declines of 5.20%, 5.04%, and 4.83% respectively [1] - From the stocks that hit the limit down yesterday, 4 stocks continued to decline today, including *ST Suwu and *ST Heke [1]

Core Viewpoint - The company *ST and Ke announced a reversal of credit impairment provisions amounting to 8.6376 million yuan for the first three quarters of 2025, significantly impacting its net profit and shareholder equity [1] Financial Performance - The reversal of credit impairment provisions of 8.6376 million yuan will increase the company's total profit for the reporting period by the same amount, representing 16.36% of the audited net profit attributable to the parent company for the year 2024 [1] - Of the total reversal, 7.4368 million yuan is classified as non-recurring gains, which will directly affect the net profit for 2025 after excluding non-recurring items [1] Revenue Composition - For the first half of 2025, the revenue composition of *ST and Ke is as follows: 53.9% from harness products, 43.97% from precision cleaning equipment, 1.19% from other businesses, and 0.94% from other sources [1] Market Valuation - As of the report date, the market capitalization of *ST and Ke is 2.4 billion yuan [1]

Core Insights - The company reported a significant increase in revenue and net profit for the first three quarters of 2025, with revenue reaching 168 million yuan, a year-on-year growth of 2932.86% [1] - The net profit attributable to shareholders was 6.73 million yuan, up 122.11% year-on-year, while the net profit excluding non-recurring items was -2.72 million yuan, showing a 92.68% increase [1][2] Financial Performance - Basic earnings per share for the reporting period was 0.07 yuan, with a weighted average return on equity of 2.96% [2] - The company's gross margin for the first three quarters was 20.37%, an increase of 53.90 percentage points year-on-year, while the net margin was 2.10%, up 608.20 percentage points compared to the same period last year [2] - In Q3 2025, the gross margin was 18.24%, a year-on-year increase of 254.48 percentage points, and the net margin was 8.68%, up 1024.94 percentage points year-on-year [2] Expense Analysis - Total operating expenses for the third quarter were 39.23 million yuan, an increase of 8.44 million yuan year-on-year, with an expense ratio of 23.33%, down 532.13 percentage points from the previous year [2] - Sales expenses increased by 131.83% year-on-year, while management expenses decreased by 1.64%. Research and development expenses rose by 192.58%, and financial expenses increased by 56.40% [2] Shareholder Information - As of the end of Q3 2025, the total number of shareholders was 5,019, a decrease of 281 from the end of the first half of the year, representing a decline of 5.30% [3] - The average market value of shares held per shareholder increased from 344,700 yuan to 379,600 yuan, reflecting a growth of 10.11% [3] Company Overview - The company, Shenzhen Hekeda Precision Cleaning Equipment Co., Ltd., is located in Longhua District, Shenzhen, Guangdong Province, and was established on January 5, 2009, with its listing date on October 25, 2016 [3] - The main business involves the research, design, production, and sales of precision cleaning equipment, with revenue composition being 53.90% from harness products, 43.97% from cleaning products, and 1.19% from other products [3]

深圳市和科达精密清洗设备股份有限公司 独立董事提名人声明与承诺 提名人深圳市和科达精密清洗设备股份有限公司董事会现就提名 纪贵宝 为深圳市和科达精密清洗设备股份有限公司第五届董事会独立董事候选人发表 公开声明。被提名人已书面同意作为深圳市和科达精密清洗设备股份有限公司第 五届董事会独立董事候选人。本次提名是在充分了解被提名人职业、学历、职称、 详细的工作经历、全部兼职、有无重大失信等不良记录等情况后作出的，本提名 人认为被提名人符合相关法律、行政法规、部门规章、规范性文件和深圳证券交 易所业务规则对独立董事候选人任职资格及独立性的要求，具体声明并承诺如下 事项： 一、被提名人已经通过深圳市和科达精密清洗设备股份有限公司第四届董事 会提名委员会或者独立董事专门会议资格审查，提名人与被提名人不存在利害关 系或者其他可能影响独立履职情形的密切关系。 四、被提名人符合公司章程规定的独立董事任职条件。 是 □否 是 □否 如否，请详细说明： 二、被提名人不存在《中华人民共和国公司法》第一百七十八条等规定不得 担任公司董事的情形。 是 □否 如否，请详细说明： 是 □否 如否，请详细说明： 三、被提名人符合中国证监会《上 ...

深圳市和科达精密清洗设备股份有限公司 独立董事提名人声明与承诺 提名人深圳市和科达精密清洗设备股份有限公司董事会现就提名徐张宝为 深圳市和科达精密清洗设备股份有限公司第五届董事会独立董事候选人发表公 开声明。被提名人已书面同意作为深圳市和科达精密清洗设备股份有限公司第五 届董事会独立董事候选人。本次提名是在充分了解被提名人职业、学历、职称、 详细的工作经历、全部兼职、有无重大失信等不良记录等情况后作出的，本提名 人认为被提名人符合相关法律、行政法规、部门规章、规范性文件和深圳证券交 易所业务规则对独立董事候选人任职资格及独立性的要求，具体声明并承诺如下 事项： 一、被提名人已经通过深圳市和科达精密清洗设备股份有限公司第四届董事 会提名委员会或者独立董事专门会议资格审查，提名人与被提名人不存在利害关 系或者其他可能影响独立履职情形的密切关系。 是 □否 如否，请详细说明： 二、被提名人不存在《中华人民共和国公司法》第一百七十八条等规定不得 担任公司董事的情形。 是 □否 如否，请详细说明： 五、被提名人已经参加培训并取得证券交易所认可的相关培训证明材料（如 有）。 是 ☑ 否 如否，请详细说明：被提名人已出具书 ...