泰和泰（重庆）律师事务所 关于厚普清洁能源（集团）股份有限公司 2024 年度股东大会之 法律意见书 （2025）泰律意字（厚普股份）第 005 号 2025 年 5 月 13 日 www.tahota.com 泰和泰（重庆）律师事务所 关于 厚普清洁能源（集团）股份有限公司 2024 年度股东大会 之 法律意见书 (2025)泰律意字（厚普股份）第 005 号 致：厚普清洁能源（集团）股份有限公司 泰和泰（重庆）律师事务所（以下简称"本所"）接受厚普清洁能源（集 团）股份有限公司（以下简称"厚普股份""公司"）委托，指派律师参加公司 2025 年度股东大会（以下简称"本次股东大会"）。本所律师根据《中华人民共 和国公司法（2023 修订）》（以下简称"《公司法》"）《中华人民共和国证券法 （2019 修订）》（以下简称"《证券法》"）《上市公司股东会规则》（以下简称 "《规则》"）及《厚普清洁能源（集团）股份有限公司章程》（以下简称"《公司 章程》"）的有关规定，按照律师行业公认的业务标准、道德规范和勤勉尽责精 神，出具本法律意见书。 本所律师本次所发表的法律意见，仅依据本法律意见书出具日及以前发生 或存在 ...

Core Viewpoint - Houpu Clean Energy Group Co., Ltd. is planning to issue shares to specific investors in 2024, aiming to raise funds to improve its financial structure and expand business operations. The company has faced continuous losses and declining revenues in recent years, which raises concerns about its financial health and operational risks [2][3][5]. Financial Performance - The company reported revenues of 713.74 million yuan, 936.23 million yuan, and losses of 70.20 million yuan and 82.39 million yuan over the last three years. The net profit attributable to shareholders, excluding non-recurring gains and losses, was -146.40 million yuan, -87.11 million yuan, and -73.81 million yuan, indicating ongoing financial struggles [2][3]. - In 2024, the company's revenue is expected to decline by 32.67% year-on-year, and the net profit attributable to shareholders is projected to decrease by 17.38% compared to the previous year [2][3]. Business Risks - The company faces significant risks related to its core business in natural gas and hydrogen refueling equipment, which are subject to market demand fluctuations and regulatory changes. The demand for natural gas refueling equipment has been impacted by policies promoting alternative energy vehicles, leading to reduced investment in natural gas stations [3][4]. - The hydrogen energy business is still in its early development stage, with sales revenue from hydrogen-related projects accounting for 15.33% and 33.26% of total revenue in recent years, indicating a reliance on emerging markets with uncertain growth prospects [3][4]. Project Development - The Houpu Hydrogen Equipment Industrial Park project is planned in two phases, with an initial investment of 2.4 billion yuan and a second phase of 7.6 billion yuan. The first phase is expected to be completed by June 2025, but there are concerns about the actual investment scale and potential delays in project completion [5][6]. - The company has already acquired land for the first phase and initiated construction, but there are risks associated with meeting government requirements and potential penalties if the project does not generate expected revenues [5][6]. Legal and Financial Liabilities - The company is currently involved in several legal disputes, with pending litigation amounts totaling 132.35 million yuan, which represents 11.15% of the company's latest audited net assets. This situation poses a risk to the company's financial stability and operational continuity [6][7]. - As of the latest reporting period, the company has also faced asset impairment losses totaling 19.83 million yuan, 10.23 million yuan, and 5.10 million yuan over the past three years, indicating potential challenges in asset management and valuation [7][8]. Share Issuance Details - The share issuance price is set at 6.39 yuan per share, which is not less than 80% of the average stock price over the 20 trading days prior to the pricing date. The funds raised will be used to supplement working capital and enhance the company's market competitiveness [10][11]. - The issuance is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, and the final number of shares to be issued will be determined based on actual conditions at the time of issuance [10][11].

Investment Rating - The industry investment rating is "Positive" [7] Core Viewpoints - The hydrogen two-wheeler market is expected to see significant growth driven by policy support, with a projected domestic deployment of nearly 7,000 units in 2024, representing a year-on-year increase of over 230% [4][6] - Hydrogen two-wheelers offer advantages in energy density, range, environmental adaptability, and safety compared to lithium-ion and lead-acid models, making them suitable for B-end applications such as shared mobility and scenic transport [4][24] - The market for hydrogen two-wheelers is projected to grow from 0.9 billion yuan in 2024 to 35 billion yuan by 2030, with a compound annual growth rate (CAGR) of 84% from 2024 to 2030 [5][6] Summary by Sections 1. Policy and Market Dynamics - National top-level design and local demonstrations are accelerating the deployment of hydrogen two-wheelers, with the Ministry of Industry and Information Technology (MIIT) setting clear tasks for the industry [14][15] - Local governments are issuing supportive policies, with projections for the deployment of 20,000, 30,000, and 40,000 hydrogen two-wheelers by 2026, 2028, and 2030 respectively [19][18] 2. Safety and Economic Viability - Hydrogen two-wheelers are expected to be the first to achieve large-scale deployment in B-end applications due to their superior safety features and gradually improving economic viability [20][24] - The cost per kilometer for hydrogen two-wheelers is projected to decrease to 0.1805 yuan, although it currently remains higher than lithium-ion and lead-acid models by 35% and 13% respectively [4][6] 3. Market Potential and Growth - The shared electric vehicle market has a penetration potential of approximately 7 million units, with hydrogen two-wheelers expected to reach a penetration rate of 10% by 2030 [5][6] - The deployment of hydrogen two-wheelers is anticipated to accelerate in 2025, marking a significant year for market entry [18][19] 4. Beneficiary Companies - Key beneficiaries in the hydrogen two-wheeler market include: - Yong'an Xing (603776.SH): Leading in hydrogen two-wheeler deployment [6] - Hupu Co., Ltd. (300471.SZ): Holding a 35% stake in hydrogen technology with solid-state hydrogen storage technology [6] - Tianneng Co., Ltd. (688819.SH): Focusing on fuel cell development and partnerships in hydrogen electric bikes [6] - Shenkai Co., Ltd. (002278.SZ): Involved in hydrogen supply systems with potential for expansion in the two-wheeler sector [6] - Jiangsu Shentong (002438.SZ): Specializing in high-pressure hydrogen valve production with mass production capabilities [6]

证券代码：300471 证券简称：厚普股份 厚普清洁能源（集团）股份有限公司 Houpu Clean Energy Group Co., Ltd. 2024 年度向特定对象发行股票 募集说明书（注册稿） 保荐机构（主承销商） 中国（上海）自由贸易试验区世纪大道 1198 号 28 层 二〇二五年五月 厚普股份 2024 年度向特定对象发行股票 募集说明书 发行人声明 一、公司及全体董事、监事、高级管理人员承诺：本募集说明书内容真实、 准确、完整，并确认不存在虚假记载、误导性陈述或重大遗漏，对本募集说明书 内容的真实性、准确性、完整性承担个别和连带的法律责任。 二、公司负责人、主管会计工作负责人及会计机构负责人保证募集说明书中 财务会计资料真实、完整。 三、本次向特定对象发行股票完成后，公司经营与收益的变化，由公司自行 负责；因本次发行引致的投资风险，由投资者自行负责。 四、本募集说明书是公司董事会对本次向特定对象发行股票的说明，任何与 之相反的声明均属不实陈述。 五、投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或 其他专业顾问。 六、本募集说明书所述事项并不代表审批机关对于本次向特定对象发行股 ...

Investment Rating - The industry investment rating is "Positive" [7] Core Viewpoints - The hydrogen two-wheeler market is expected to see significant growth driven by policy support, with a projected domestic deployment of nearly 7,000 units in 2024, representing a year-on-year increase of over 230% [4][6] - Hydrogen two-wheelers offer advantages in energy density, range, environmental adaptability, and safety compared to lithium-ion and lead-acid models, making them suitable for B2B applications such as shared mobility and scenic transport [4][24] - The market for hydrogen two-wheelers is projected to grow from 0.9 billion yuan in 2024 to 35 billion yuan by 2030, with a compound annual growth rate (CAGR) of 84% from 2024 to 2030 [5][6] Summary by Sections 1. Policy and Market Dynamics - National top-level design and local demonstrations are accelerating the deployment of hydrogen two-wheelers, with the Ministry of Industry and Information Technology (MIIT) setting clear targets for the industry [14][15] - Local governments are issuing supportive policies, with projections for the deployment of 20,000, 30,000, and 40,000 hydrogen two-wheelers by 2026, 2028, and 2030 respectively [19][18] 2. Safety and Economic Viability - Hydrogen two-wheelers are expected to be the first to achieve large-scale deployment in B2B scenarios due to their superior safety features and gradually improving economic viability [20][24] - The cost per kilometer for hydrogen two-wheelers is projected to decrease to 0.1805 yuan, although they currently remain 35% and 13% more expensive than lithium-ion and lead-acid models respectively [4][6] 3. Market Potential and Growth - The shared electric vehicle market has a penetration potential of approximately 7 million units, with hydrogen two-wheelers expected to capture a market share of 10% by 2030 [5][6] - The deployment of hydrogen two-wheelers is anticipated to accelerate in 2025, supported by various local policies and market demand [18][19] 4. Beneficiary Companies - Key beneficiaries in the hydrogen two-wheeler market include: - Yong'an Xing (603776.SH): Leading in hydrogen two-wheeler deployment [6] - Hupu Co., Ltd. (300471.SZ): Holding a 35% stake in hydrogen technology with competitive solid-state hydrogen storage technology [6] - Tianneng Co., Ltd. (688819.SH): Focusing on fuel cell development and partnerships in hydrogen electric bikes [6] - Shenkai Co., Ltd. (002278.SZ): Involved in hydrogen supply systems with growth potential in the two-wheeler sector [6] - Jiangsu Shentong (002438.SZ): Specializing in high-pressure hydrogen valve production with mass production capabilities [6]

Group 1 - Yitong Century won a bid for a communication engineering construction service project from China Mobile, with a total bid amount of 228 million yuan (including tax) [1] - Zhiyuan New Energy plans to repurchase shares worth between 33 million and 66 million yuan, with a maximum repurchase price of 22.00 yuan per share [1] - GAC Group reported April automobile sales of 116,400 units, a year-on-year decrease of 12.66% [2] - JAC Motors reported April automobile sales of 30,764 units, a year-on-year decrease of 3.55% [3] Group 2 - Fosun Pharma's subsidiary received FDA approval for a clinical trial of a live biotherapeutic product aimed at treating androgenetic alopecia [4] - Liangxin Co. obtained multiple patent certificates, including 2 invention patents and 32 utility model patents [5] - Sainuo Medical's two products received medical device registration certificates in Mexico and Ecuador [5] - Huayu Pharmaceutical's two products received marketing approvals in France and Spain [6] Group 3 - Shengnong Development reported April sales revenue of 1.533 billion yuan, a year-on-year increase of 0.68% [6] - Hasi Lian's potassium chloride and sodium chloride injection passed the consistency evaluation [7] - Shapuaisi received approval for a supplemental application for levofloxacin eye drops [9] - Tianyu Biological reported April sales revenue of 59.32 million yuan from pig sales [10] Group 4 - *ST Weihai was pre-awarded a project worth 108 million yuan [12] - Luoniushan reported April sales revenue of 125 million yuan from pig sales, a year-on-year increase of 12.72% [13] - Minhe Co. reported April sales revenue of 68.30 million yuan from chick sales, a year-on-year increase of 0.51% [14] Group 5 - Double Ring Technology's application for a specific stock issuance was approved by the Shenzhen Stock Exchange [15] - Hualu Hengsheng plans to repurchase shares worth between 200 million and 300 million yuan [16] - Baolong Technology plans to repurchase shares worth between 100 million and 200 million yuan [17] Group 6 - Huasheng Technology's subsidiary plans to sell shares of a company for 200 million yuan [24] - *ST Gengxing's controlling shareholder plans to increase holdings worth between 30 million and 60 million yuan [25] - Ruihuatai's shareholder plans to reduce holdings by up to 1% of the company's shares [26] Group 7 - Foton Motor reported April commercial vehicle sales of 54,816 units, a year-on-year increase of 21.63% [20] - China Merchants Bank plans to invest 15 billion yuan to establish a financial asset investment company [22] - Jinchengxin plans to invest approximately 231 million USD in the Alacran copper-gold-silver mine project [23] Group 8 - Zhongji United's controlling shareholder plans to reduce holdings by up to 2% of the company's shares [30] - Ningbo Huaxiang signed a strategic cooperation agreement to strengthen collaboration in various areas [31] - SMIC reported a net profit of 1.356 billion yuan for Q1 2025, a year-on-year increase of 166.5% [32] Group 9 - FAW Fuwi received a project notification to develop seat products for a luxury brand, with a total sales amount expected to be 1.39 billion yuan [33] - Huakang Clean won a bid for a purification project worth 64.425 million yuan [34] - Lihua Co. reported April sales revenue of 1.125 billion yuan from chicken sales [35]

证券代码：300471 证券简称：厚普股份 公告编号：2025-036 厚普清洁能源（集团）股份有限公司 关于召开 2024 年度股东大会的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 根据《公司法》和《公司章程》的有关规定，经厚普清洁能源（集团）股份有限公司（以 下简称"公司"）第五届董事会第二十二次会议审议通过，公司于 2025 年 4 月 23 日发布了《关 于召开 2024 年度股东大会的通知》（公告编号：2025-034）。为方便作为公司股东的投资者 行使表决权，本次股东大会将采取现场和网络投票相结合的表决方式，现将公司 2024 年度股 东大会的有关事项再次提示如下： 4、会议召开日期和时间： （1）现场会议召开时间：2025 年 5 月 13 日（星期二）下午 15:00； （2）通过深圳证券交易所（以下简称"深交所"）交易系统进行网络投票的时间：2025 年 5 月 13 日上午 9:15-9:25，9:30-11:30，下午 13:00 至 15:00； （3）通过深圳证券交易所互联网投票系统进行网络投票的时间：2025 年 5 ...

厚普清洁能源（集团）股份有限公司 关于向特定对象发行股票申请获得中国证券监督管理 委员会同意注册批复的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 厚普清洁能源（集团）股份有限公司（以下简称"公司"）于2025年5月8日收到中国证 券监督管理委员会（以下简称"中国证监会"）出具的《关于同意厚普清洁能源（集团） 股份有限公司向特定对象发行股票注册的批复》（证监许可〔2025〕989号），批复主要内 容如下： 证券代码：300471 证券简称：厚普股份 公告编号：2025-035 四、自同意注册之日起至本次发行结束前，你公司如发生重大事项，应及时报告深圳 证券交易所并按有关规定处理。 公司董事会将按照有关法律法规和上述批复文件的要求及公司股东大会的授权，在规 定期限内办理本次向特定对象发行股票的相关事宜，并及时履行信息披露义务。敬请广大 投资者注意投资风险。 特此公告。 厚普清洁能源（集团）股份有限公司 董事会 二零二五年五月九日 1 一、同意你公司向特定对象发行股票的注册申请。 二、你公司本次发行应严格按照报送深圳证券交易所的申报文件和发行方案实施。 三 ...

Market Overview - The Shanghai Composite Index closed at 3342.67 points, above the annual line, with a gain of 0.80% [1] - The total trading volume of A-shares reached 15050.72 billion yuan [1] Stocks Breaking Annual Line - A total of 98 A-shares have surpassed the annual line today, with notable stocks including Jinpu Titanium, Sanxiang Impression, and Houpu Co., which have deviation rates of 9.12%, 8.94%, and 7.94% respectively [1] - Stocks with smaller deviation rates that just crossed the annual line include ChuanTou Energy, Hongta Securities, and Jinbin Development [1] Top Stocks by Deviation Rate - Jinpu Titanium (000545) saw a price increase of 9.81% with a turnover rate of 6.51%, latest price at 2.35 yuan, deviation rate of 9.12% [1] - Sanxiang Impression (000863) increased by 10.14% with a turnover rate of 3.85%, latest price at 4.02 yuan, deviation rate of 8.94% [1] - Houpu Co. (300471) rose by 8.78% with a turnover rate of 10.22%, latest price at 9.91 yuan, deviation rate of 7.94% [1] Additional Stocks with Notable Performance - Bojie Co. (002975) increased by 9.99% with a turnover rate of 3.33%, latest price at 32.81 yuan, deviation rate of 7.25% [1] - Hangxin Technology (300424) rose by 6.12% with a turnover rate of 11.08%, latest price at 15.78 yuan, deviation rate of 5.43% [1] - Other notable stocks include Zhonghang Shenfei (600760) and Hongye Futures (001236) with deviation rates of 4.48% and 3.52% respectively [1]

Market Overview - The Shanghai Composite Index closed at 3328.43 points, above the six-month moving average, with an increase of 0.37% [1] - The total trading volume of A-shares reached 12152.25 billion yuan [1] Stocks Breaking Six-Month Moving Average - A total of 144 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - JinHao Medical: 26.73% - SuAo Sensor: 19.75% - HuaWu Co., Ltd.: 17.98% [1] Stocks with Smaller Deviation Rates - Stocks with smaller deviation rates that have just crossed the six-month moving average include: - Aerospace Intelligent Manufacturing - Changqing Technology - China Merchants Highway [1] Performance of Selected Stocks - JinHao Medical: Today's increase of 29.96% with a turnover rate of 23.69% [1] - SuAo Sensor: Increased by 20.05% with a turnover rate of 8.96% [1] - HuaWu Co., Ltd.: Increased by 19.94% with a turnover rate of 20.89% [1] Additional Notable Stocks - Other stocks with notable performance include: - JiuDing Investment: 9.97% increase, 7.73% turnover rate - Arrow Home: 10.02% increase, 8.27% turnover rate - Construction Industry: 10.01% increase, 13.40% turnover rate [1]