上海市锦天城律师事务所 法律意见书 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 关于浙江大洋生物科技集团股份有限公司 2026 年第一次临时股东会的 上海市锦天城律师事务所 关于浙江大洋生物科技集团股份有限公司 2026 年第一次临时股东会的 法律意见书 致：浙江大洋生物科技集团股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受浙江大洋生物科技集团股 份有限公司（以下简称"公司"）委托，就公司召开 2026 年第一次临时股东会（以 下简称"本次股东会"）的有关事宜，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》等法律、法规、规章和其他规范性文 件以及《浙江大洋生物科技集团股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《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（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用 ...

Core Viewpoint - The potassium carbonate industry has transformed from a high-energy, high-pollution sector to a green and sustainable one, exemplified by Zhejiang Dayang Biotechnology Group Co., Ltd's journey over the past 50 years, showcasing its growth and adaptation in response to China's economic reforms and market demands [1][4]. Group 1: Company Evolution - Dayang Biotechnology has evolved from a small collective workshop in 1976 to a leading enterprise with products sold globally, marking significant milestones such as shareholding reform, listing on the Shenzhen Stock Exchange, and receiving multiple honors like "National Intellectual Property Advantage Enterprise" [1][4]. - The company anticipates a net profit increase of over 50% for the fiscal year 2025, driven by the growth of its core products, potassium carbonate and veterinary raw materials, indicating strong growth momentum [9][23]. Group 2: Technological Innovation - Dayang Biotechnology has prioritized technological innovation, achieving a three-stage evolution from survival to competitive advantage and future leadership, with significant advancements in production processes and environmental sustainability [11][13]. - The company developed a proprietary low-temperature carbonization technology for potassium carbonate production, which integrates environmental protection and cost efficiency, establishing a competitive edge in the market [13][15]. Group 3: Environmental Commitment - Dayang Biotechnology has invested nearly 100 million yuan in environmental initiatives, achieving zero wastewater discharge in inorganic product production, and transforming environmental compliance into a competitive asset [15][16]. - The company has pioneered technologies for treating low-concentration ammonium chloride wastewater, contributing to its zero discharge goal and creating new profit sources from recovered materials [15][16]. Group 4: Community Engagement - Over its 50-year history, Dayang Biotechnology has played a crucial role in local economic development, contributing significantly to tax revenues and community welfare, and demonstrating strong social responsibility [18][19]. - The company has actively participated in local governance and infrastructure projects, such as securing water sources for the community, showcasing its commitment to social engagement and environmental stewardship [19][21]. Group 5: Future Outlook - Dayang Biotechnology aims to leverage technological innovation and high-quality development to enhance its competitive position, with plans to invest in high-end materials like polyether ether ketone (PEEK) to meet national strategic needs [14][23]. - The company is positioned for sustainable growth, with a focus on maintaining its core business while exploring new high-value sectors, reflecting a balanced strategy of preservation and innovation [22][23].

Group 1 - The company announced the redemption of a large deposit certificate from Hangzhou Bank, amounting to 10 million yuan, on January 6, 2026, yielding a profit of 253,600 yuan [2] - On the same day, the company reinvested the idle raised funds of 10 million yuan into a similar two-year principal-protected floating income product, with an expected annualized return of 2.55% [2]

证券代码：003017 证券简称：大洋生物 公告编号：2026-003 浙江大洋生物科技集团股份有限公司 关于使用部分闲置募集资金进行现金管理到期赎回 并继续进行现金管理的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 浙江大洋生物科技集团股份有限公司（以下简称"公司""本公司"或"大 洋生物"）于 2025 年 8 月 22 日召开第六届董事会第五次会议、第六届监事会第 五次会议，审议通过了《关于继续使用部分闲置募集资金进行现金管理的议案》。 根据《深圳证券交易所上市公司自律监管指引第 1 号—主板上市公司规范运作》 等有关规定，为充分利用公司闲置募集资金，提高资金利用率，在不影响募投项 目建设使用的前提下，公司（含子公司福建舜跃科技股份有限公司，以下简称"福 建舜跃"）使用最高额度不超过 12,000.00 万元（含本数）闲置募集资金进行现金 管理（在此额度内可滚动使用），自董事会审议通过之日起 12 个月之内有效。具 体内容详见公司在《证券时报》《证券日报》和巨潮资讯网（http://www.cninfo.com.cn） 上披露的《关于继续使用 ...

Core Viewpoint - The company, Dayang Bio (003017.SZ), is expected to achieve significant growth in its annual net profit, driven by the dual benefits of increased volume and price in its core products, potassium carbonate and veterinary raw materials [2][4]. Financial Performance - The company forecasts a net profit attributable to shareholders of 96 million to 110 million yuan for the year, representing a year-on-year increase of 50.60% to 72.56% [2][4]. - The expected net profit excluding non-recurring items is projected to be between 90 million and 104 million yuan, with a year-on-year growth of 47.14% to 70.02% [2][4]. - In the first half of 2025, the potassium carbonate segment is anticipated to generate revenue of 349 million yuan, reflecting an 11.48% increase year-on-year, with a gross margin of 20.42%, up by 3.61 percentage points [4]. - The veterinary raw materials segment is expected to achieve revenue of approximately 91.62 million yuan in the first half of 2025, accounting for 18.35% of total revenue, marking a substantial year-on-year growth of 66.56% [5]. Research and Development - The company has committed to long-term R&D, with cumulative R&D expenses reaching 180 million yuan from 2020 to the third quarter of 2025 [6]. - R&D expenses have shown a steady increase over the years, with amounts of 22.33 million yuan, 27.84 million yuan, 34.06 million yuan, 39.22 million yuan, 28.78 million yuan, and 27.70 million yuan recorded [6]. - As of June 2025, the company holds 51 valid invention patents and 21 utility model patents, and has participated in drafting five national standards and three industry standards [6]. Strategic Expansion - The company plans to invest 500 million yuan in expanding its production capacity for potassium hydroxide and potassium carbonate, with a project completion date set for December 2025 [7]. - An additional investment of 193 million yuan is allocated for a project to produce 2,000 tons of specialty polymer materials, aiming to establish a closed-loop industrial chain [7]. - The company has also made significant progress in the semiconductor materials sector, with a 30% stake in a project that is nearing trial production, expected to commence in October 2025 [7].

Market Overview - As of January 5, the Shanghai Composite Index closed at 4023.42 points, with an increase of 1.38% [1] - The Shenzhen Component Index closed at 13828.63 points, up by 2.24% [1] - The ChiNext Index closed at 3294.55 points, rising by 2.85% [1] Trading Volume Analysis - A total of 2944 stocks saw an increase in average transaction volume, with 120 stocks experiencing a rise of over 50% [1] - 1627 stocks reported a decrease in average transaction volume [1] - Notable stocks with significant increases in transaction volume include Meihua Medical, Shengda Forestry, and Guanghua Co., Ltd. [1] Active Stocks by Transaction Volume - The stocks with the highest increase in average transaction volume include: - Meihua Medical: 20.00% increase, average transaction volume of 1815 shares, up by 407.72% [2] - Shengda Forestry: 10.05% increase, average transaction volume of 3127 shares, up by 185.31% [2] - Guanghua Co., Ltd.: 10.00% increase, average transaction volume of 768 shares, up by 185.24% [2] Active Stocks by Transaction Count - The stocks with the highest increase in transaction count include: - Tianchuang Fashion: 1.65% increase, 53725 transactions, up by 1815.33% [3] - *ST Yushun: -4.97% decrease, 5787 transactions, up by 1653.64% [3] - Hefei Urban Construction: 4.36% increase, 168503 transactions, up by 1330.05% [3] Stocks with Significant Increases in Both Volume and Count - Aipeng Medical: 20.00% increase, average transaction volume of 781 shares, up by 179.31%, with 24056 transactions, up by 81.27% [4] - Dayang Biological: 10.01% increase, average transaction volume of 623 shares, up by 164.36%, with 14388 transactions, up by 127.91% [5] - Maipu Medical: 20.00% increase, average transaction volume of 384 shares, up by 135.27%, with 9581 transactions, up by 315.66% [5]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company is expected to achieve a significant year-on-year increase in net profit for 2025, with estimates ranging from 96 million to 110 million yuan, representing a growth of 50.60% to 72.56%. The adjusted net profit forecast for 2025-2027 is 110 million, 167 million, and 221 million yuan respectively, with corresponding EPS of 1.31, 1.98, and 2.63 yuan. The current stock price corresponds to a PE ratio of 25.2, 16.6, and 12.5 times for the years 2025, 2026, and 2027 [4][8] Summary by Relevant Sections Financial Performance - The company forecasts a revenue of 1.035 billion yuan for 2025, with a year-on-year growth of 13.7%. The net profit margin is expected to improve to 10.6% in 2025, with a projected net profit of 110 million yuan, reflecting a 72.0% increase compared to the previous year [8][11] Potassium Salt Industry - The domestic potassium carbonate industry is characterized by an oligopoly with limited players and no significant expansion plans in the short term. The company, as a leading domestic producer, has an annual production capacity of 85,000 tons of light potassium carbonate. The anticipated integration of competitors facing financial difficulties may further enhance profitability in the industry as demand steadily increases [5] Veterinary Medicine Sector - The global market demand for Amprolium hydrochloride is estimated to be between 1,200 to 1,500 tons annually, with the company holding a production capacity of 600 tons per year. A planned expansion project is expected to increase capacity to 800 tons per year by June 2026. Geopolitical tensions in the Middle East may disrupt supply from competitors, allowing the company to benefit from increased market share [6] PEEK Project - The company plans to invest 193 million yuan to establish a production line for 2,000 tons of PEEK and key intermediates. This project aims to create a complete industrial chain from fluorobenzene to fluoroketone and PEEK, leveraging technical support from renowned universities. This investment is expected to open up long-term growth opportunities for the company [7]

证券代码：003017 证券简称：大洋生物 公告编号：2026-002 浙江大洋生物科技集团股份有限公司 | 序 | 申购 | 签约 | | 产品名称 | 产品 | 认购金 | 起息 | 到期 | 预期年 化收益 | 投资 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 号 | 主体 | 银行 | | | 类型 | 额 | 日期 | 日期 | 率 | 收益 | | | | | | | 保本 | | 2024 | 2026 | | | | | 福建 | 杭州 | | 单位大额存单新资 | 浮动 | 1,000.00 | 年 06 | 年 06 | 2.55% | 24.87 | | 1 | 舜跃 | 银行 | 金 期 年 G02 2 | | 收益 | | 月 24 | 月 24 | | | | | | | | | 型 | | 日 | 日 | | | 备注：公司及子公司与上述银行间不存在关联关系。 二、本公告日前十二个月公司使用闲置募集资金进行现金管理的情况 截至本公告日，公司及子公司使用闲置募集资金进行现金管理尚未到 ...

Market Overview - The chemical raw materials sector increased by 0.52% compared to the previous trading day, with Dayang Biological leading the gains [1] - The Shanghai Composite Index closed at 4023.42, up 1.38%, while the Shenzhen Component Index closed at 13828.63, up 2.24% [1] Top Performers - Dayang Biological (stock code: 003017) closed at 32.85, with a rise of 10.01% and a trading volume of 89,600 shares, amounting to a transaction value of 288 million [1] - Zhenhua Co., Ltd. (stock code: 603067) also saw a significant increase of 10.00%, closing at 31.69 with a trading volume of 283,700 shares [1] - Aokai Co., Ltd. (stock code: 300082) rose by 9.39%, closing at 10.83 with a trading volume of 517,000 shares [1] Underperformers - Jiaxian Co., Ltd. (stock code: 920489) experienced the largest decline, falling by 10.33% to close at 16.14, with a trading volume of 92,800 shares [2] - Huatai (stock code: 001217) decreased by 5.76%, closing at 13.10 with a trading volume of 246,900 shares [2] - Boyuan Chemical (stock code: 000683) saw a decline of 1.88%, closing at 7.30 with a trading volume of 822,400 shares [2] Capital Flow - The chemical raw materials sector saw a net inflow of 318 million from main funds, while retail investors experienced a net outflow of 325 million [2][3] - Dayang Biological attracted a net inflow of 90.33 million from main funds, while retail investors had a net outflow of 52.60 million [3] - Zhenhua Co., Ltd. had a net inflow of 25.60 million from main funds, with retail investors showing a net outflow of 13.36 million [3]

Group 1 - Major market indices opened higher on the first trading day of 2026, with electronics and media sectors rising over 2%, while pharmaceuticals and non-bank financials also showed strong gains [1] - The brain-computer interface (BCI) concept surged, with the index rising over 10%, leading to a wave of stock price increases, including a 30% limit up for BeiYikang and 20% limit ups for Sanbo Brain Science, Meihao Medical, and Aipeng Medical [2] - Elon Musk announced that his BCI company Neuralink will start large-scale BCI output in 2026, planning to shift towards nearly fully automated surgeries [3] Group 2 - Open Source Securities reported that Neuralink's expectations for scaled production and automated surgical solutions signify a transition from clinical validation to commercial scalability for brain-computer interfaces [4] - Companies with positive earnings forecasts for 2025 have performed well, with C Strong rising over 10% and Salt Lake Shares and Ocean Biological both increasing over 7%. Over 40 companies have released earnings forecasts, with many expecting profit increases, including Transfar Zhilian, Baiao Saitu, and Tianci Materials, all projecting profit growth exceeding 100% [5] - Ocean Biological expects a net profit growth of 50.6% to 72.56 million for 2025 [5] Group 3 - Two new stocks are available for subscription this week, including Zhixin Co., which specializes in automotive welding parts and has become a primary supplier for major automotive manufacturers [7] - Kema Materials focuses on the research, production, and sales of dry friction plates and wet paper-based friction plates, aiming to develop new friction materials [8] Group 4 - As of December 31, 2025, the market's financing balance totaled 2.52 trillion, a decrease of 143.69 billion from the previous trading day [9] - 349 stocks received net financing purchases exceeding 10 million, with 34 stocks having net purchases over 1 billion [10] - China Satellite topped the list with a net purchase of 1.194 billion, followed by Xinwei Communication and Aerospace Electronics with net purchases of 525 million and 499 million, respectively [11]