广东华商律师事务所 关于 华鹏飞股份有限公司 （300350） 2025 年第四次临时股东会的 法律意见书 二〇二五年九月 深圳市福田区深南大道 4011 号香港中旅大厦 21-26 楼 0 法律意见书 2025 年第四次临时股东会的 法律意见书 致：华鹏飞股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民共 和国证券法》（以下简称"《证券法》"）《上市公司股东会规则》（以下简称 "《股东会规则》"）《深圳证券交易所上市公司股东会网络投票实施细则》（"以 下简称《网络投票细则》"）等法律、行政法规、规范性文件，以及《华鹏飞股 份有限公司章程》（以下简称"《公司章程》"）的规定，广东华商律师事务所 （以下简称"本所"）接受华鹏飞股份有限公司（以下简称"公司"）委托，指 派本所律师出席公司 2025 年第四次临时股东会会议（以下简称"本次股东会"）， 对本次股东会的召开过程进行见证，并就本次股东会相关事项出具本法律意见书。 本所同意将本法律意见书作为本次股东会的法定文件予以公告，并愿依法对 本所出具的法律意见承担相应的责任。 本所律师根据法律法规的有关要求，按照律师行业公认的业务标准、 ...

Group 1: Financial Performance - The company's operating revenue has seen a significant decline since 2020 due to the sale of part of its stake in Liaoning Hongtu Chuangzhan Surveying and Mapping Co., Ltd., which is no longer included in the consolidated financial statements. After excluding the impact of Hongtu Chuangzhan, the operating revenue for 2024 is expected to show growth compared to the previous year, with a 17.69% increase in the first half of 2025 [2][4]. Group 2: Business Model - The company's logistics business model involves providing logistics solutions and quotations based on client tender information, including basic transportation costs and additional service fees such as customs clearance, insurance, and warehousing. After winning the bid, a logistics cooperation framework agreement is signed with the client [3]. Group 3: Strategic Focus - The company's future strategic focus will increasingly emphasize the development of international business while consolidating and optimizing its existing domestic logistics operations [4]. Group 4: International Logistics - The company is currently building core operational capabilities for logistics routes in Central Asia, Central Europe, Russia, and Southeast Asia, aiming to establish competitive advantages and accumulate experience [5]. Group 5: TIR Certification - As of July 2025, there are 236 certified TIR enterprises in China. To conduct TIR transportation, companies must have verifiable relevant experience or the capability to engage in international transport, such as holding an international road transport driving license or other relevant authorizations [6]. Group 6: Cargo Safety - The company ensures the safety of goods in international road transport by purchasing adequate insurance based on cargo type, value, transport route, and vehicle information, along with implementing various measures such as driver safety training [7]. Group 7: Global Presence - The company has established wholly-owned subsidiaries in Hong Kong and Kazakhstan, as well as liaison offices in Almaty, Aktau, and Belarus to support business operations in these regions [8].

证券代码：300350 证券简称：华鹏飞 公告编码：（2025）080号 华鹏飞股份有限公司 关于使用闲置自有资金进行现金管理赎回并继续进行现金管理 的进展公告 二、本次使用部分闲置自有资金进行现金管理的情况 | 序号 | 委托方 | 受托方 | 产品 | 产品 | 金额 | 起息日 | 到期日 | 预计年化 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 名称 | 类型 | （万元） | | | 收益率 | | | 华鹏飞股 份有限公 司 | 银行股份有限 公司深圳分行 | 利多多公司稳 供款 | 浮动 收益 | 1,000.00 | 2025/9/1 | 2025/9/30 | 0.70% 2.00% 2.20% | | | | 上海浦东发展 | 利 25JG3364 | 保本 | | | | | | | | | 期(月月滚利特 | | | | | | | 1 | | | | | | | | | | | | | C)人民币 | | | | | | | | | | 对公结构性存 | 型 | | | | | | | | | 款 ...

Group 1 - The core point of the article is the announcement of the 11th Jin Qilin Golden Secretary Honor Roll, highlighting the recognition of outstanding company secretaries in the capital market [1][2] - Cheng Yuqi, the company secretary of Huapengfei, received the five-year merit award, showcasing exceptional professional capabilities and performance [1][2] - The Jin Qilin Golden Secretary selection has been held for eleven years, recognizing over 900 outstanding secretaries, and is regarded as a prestigious award in the industry [1] Group 2 - Company secretaries play multiple roles as a key link between listed companies and the capital market, acting as gatekeepers for corporate governance and advisors for capital strategy [1][2] - The award reflects not only individual excellence in capital communication and compliance governance but also the market's recognition of Huapengfei's governance level and value growth [2]

Core Viewpoint - The financial performance of Huapengfei (300350) shows mixed results, with revenue growth but a significant decline in net profit, indicating potential challenges in profitability and cash flow management [1][2]. Financial Performance - Total revenue for the reporting period reached 188 million, a year-on-year increase of 17.69%, while net profit attributable to shareholders was 2.08 million, down 91.16% year-on-year [1]. - In Q2, total revenue was 109 million, up 14.08% year-on-year, and net profit attributable to shareholders was 7.01 million, an increase of 138.44% year-on-year [1]. - The gross margin was 13.14%, a decrease of 4.73% year-on-year, and the net margin was 1.03%, down 92.69% year-on-year [1]. Accounts Receivable and Cash Flow - Accounts receivable increased significantly, with a year-on-year growth of 52.88% [1]. - The net cash flow from operating activities showed a drastic decline of 166.34% [3]. - The company’s cash and cash equivalents decreased by 37.57% due to investments in financial products [3]. Debt and Financing - Short-term borrowings surged by 266.63%, indicating increased reliance on financial institution loans [3]. - The company’s asset-liability ratio stood at 19.98%, suggesting a relatively healthy debt position [4]. Business Model and Market Position - The company’s return on invested capital (ROIC) was 1.89%, indicating weak capital returns historically, with a median ROIC of 4.39% over the past decade [2]. - The business model appears fragile, with three years of losses out of twelve since its listing [2]. Cash Flow and Operational Concerns - The company has faced continuous negative operating cash flow, raising concerns about its ability to support new asset purchases [5]. - The ratio of cash assets to current liabilities is 90.6%, indicating potential liquidity issues [5]. - Accounts receivable have reached 2477.71% of profit, highlighting significant collection challenges [5].

Core Insights - The company reported a total revenue of 188 million yuan for the first half of 2025, representing a year-on-year increase of 17.69%, while the net profit attributable to shareholders was 2.08 million yuan, a significant decline of 91.16% compared to the previous year [1] - The second quarter of 2025 saw a revenue of 109 million yuan, up 14.08% year-on-year, with a net profit of 7.01 million yuan, marking a substantial increase of 138.44% [1] - The company's accounts receivable increased by 52.88% year-on-year, indicating a growing reliance on credit sales [1] Financial Performance - Gross margin decreased to 13.14%, down 4.73% year-on-year, while net margin plummeted to 1.03%, a drop of 92.69% [1] - Total operating expenses (selling, administrative, and financial) amounted to 27.74 million yuan, accounting for 14.75% of revenue, a decrease of 19.09% year-on-year [1] - Earnings per share fell to 0.00 yuan, a decline of 91.13% compared to the previous year [1] Cash Flow and Debt - Cash and cash equivalents decreased by 54.43% to 88.44 million yuan, primarily due to investments in financial products [3] - Short-term borrowings surged by 266.63%, reflecting increased financing from financial institutions [3] - The net cash flow from operating activities dropped by 166.34%, largely due to a lack of performance compensation received in the previous year [3] Business Model and Market Position - The company's return on invested capital (ROIC) was reported at 1.89%, indicating weak capital returns over recent years [4] - The company has experienced three years of losses since its listing, suggesting a fragile business model [4] - The company is focusing on high-value products in sectors such as industrial components and precision instruments, which are critical for its logistics services [5] Operational Insights - The company has completed the purchase of 28 TIR vehicles to enhance its logistics capabilities, indicating a strategic move to improve service reliability and efficiency [5] - As of March 31, the company had a cash balance of 111 million yuan and a debt ratio of 19.98%, suggesting a relatively healthy cash position despite ongoing cash flow challenges [5]

Core Viewpoint - The company, Huapengfei Co., Ltd., has released its half-year report for 2025, highlighting its operational results, financial status, and future development plans. The report indicates no changes in major shareholder structures and outlines recent investments and strategic partnerships [1][4][6]. Company Overview - Huapengfei Co., Ltd. has not experienced any changes in its controlling shareholder or actual controller during the reporting period [4]. - The company has established a wholly-owned subsidiary, Huapengfei (Hong Kong) Co., Ltd., acquiring a 0.5% stake in TOO "HPF KZ" for 100 tenge, completing registration on May 27, 2025 [4][5]. - The company’s subsidiary, Yixian Da, invested 500,000 RMB in Shenzhen Zhongchen Chuangyou Consulting Management Co., increasing its shareholding to 8% after the investment [5]. Financial Data and Shareholder Information - The company plans not to distribute cash dividends or issue bonus shares during the reporting period [2]. - There are no preferred shareholders or changes in the number of shareholders reported [4]. Strategic Partnerships - The company has entered into strategic cooperation agreements with several partners, including Vision Mingde (Beijing) Holding Group, Shenzhen Shen Zhongrun Green Technology Co., Ltd., and Riri Shun Supply Chain Technology Co., Ltd., focusing on community renovation, property management, and supply chain logistics [7][8].

Core Viewpoint - Huapengfei announced the approval of multiple proposals, including the election of independent directors for the sixth board of directors during the 26th meeting of the fifth board of directors [2] Group 1 - The company held its 26th meeting of the fifth board of directors on August 26 [2] - The board approved the proposal regarding the election of independent directors for the sixth board [2]

Core Viewpoint - Huapengfei announced the approval of the summary at the 21st meeting of the fifth supervisory board [2] Group 1 - The company held its 21st meeting of the fifth supervisory board on August 26 [2] - The meeting resulted in the approval of a specific summary document [2]

Core Viewpoint - Huapengfei (300350.SZ) reported a revenue of 188 million yuan for the first half of 2025, reflecting a year-on-year growth of 17.69% [1] - The net profit attributable to shareholders decreased by 91.16% to 2.0757 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 2.8771 million yuan, with basic earnings per share at 0.0037 yuan [1] Financial Performance - Revenue for the first half of 2025: 188 million yuan, up 17.69% year-on-year [1] - Net profit attributable to shareholders: 2.0757 million yuan, down 91.16% year-on-year [1] - Net profit after deducting non-recurring items: 2.8771 million yuan [1] - Basic earnings per share: 0.0037 yuan [1]