证券代码：300478 证券简称：杭州高新 公告编号：2025-043 杭州高新材料科技股份有限公司 第五届董事会第十三次会议决议公告 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。 一、董事会会议召开情况 公司全体董事一致同意豁免公司第五届董事会第十三次会议的通知期限，并 于2025年7月4日召开第五届董事会第十三次会议。 表决结果：同意7票，反对0票，弃权0票。 2、审议通过了《关于选举代表公司执行公司事务的董事的议案》 经全体董事审议，一致同意选举董事长胡宝泉先生为代表公司执行公司事务 的董事，担任公司法定代表人，任期至第五届董事会届满之日止。 表决结果：同意7票，反对0票，弃权0票。 3、审议通过了《关于确认董事会审计委员会成员和召集人的议案》 杭州高新材料科技股份有限公司（以下简称"公司"）第五届董事会第十三 次会议于2025年7月4日下午16：30在公司三楼会议室以现场会议和通讯表决的方 式召开。公司全体董事一致同意豁免本次董事会的通知期限，会议通知于现场发 出。会议应到董事7名，实到董事7名。会议的召开及表决符合《公司法》《公司 章程》等有关规定 ...

证券代码：300478 证券简称：杭州高新 公告编号：2025-042 杭州高新材料科技股份有限公司 2025 年第一次临时股东大会决议公告 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。 特别提示： 本次会议由董事会召集，公司董事长胡宝泉先生主持，公司董事、监事、高 级管理人员及公司聘请的见证律师出席了本次会议。本次会议的召集、召开与表 决程序符合法律、行政法规、部门规章、规范性文件和《公司章程》的规定。 出席本次股东大会的股东及股东代表共101人，代表有表决权的股份 28,789,965股，占公司有表决权股份总数的22.7278％。其中，出席本次股东大 会现场会议的股东及股东代表1人，代表有表决权的股份27,906,395股，占公司 有表决权股份总数的22.0303%；参加网络投票的股东100人，代表有表决权的股 份883,570股，占公司有表决权股份总数的0.6975％。 二、 议案审议表决情况 本次股东大会采用现场投票、网络投票相结合的方式表决。经与会股东审议 讨论，审议了以下议案： 1、审议通过了《关于修订<公司章程>的议案》 1、本次股东大会无新增 ...

法律意见书 浙江天册律师事务所 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 关于 杭州高新材料科技股份有限公司 2025 年第一次临时股东大会的 法律意见书 法律意见书 浙江天册律师事务所 关于杭州高新材料科技股份有限公司 2025 年第一次临时股东大会的 法律意见书 编号：TCYJS2025H1088 号 致：杭州高新材料科技股份有限公司 浙江天册律师事务所（以下简称"本所"）接受杭州高新材料科技股份有 限公司（以下简称"杭州高新"或"公司"）的委托，指派本所律师参加公司 2025 年第一次临时股东大会，并根据《中华人民共和国证券法》（以下简称 "《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"） 和《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和 其他有关规范性文件的要求出具本法律意见书。 （一）经本所律师核查，公司本次股东大会由董事会提议并召集，召开本 次股东大会的通知已于 2025 年 6 月 18 日在指定媒体及深圳证券交易所网站 上公告。 （二）本次股东大会采取现场投票 ...

Core Viewpoint - The recent transfer of control of Hangzhou Gaoxin (300478.SZ) to Beijing Jirong Weiye Energy Technology Co., Ltd. marks a significant shift in the capital market, indicating the ambitions of Jirong Energy in the energy chemical sector and the urgency of the current controlling shareholder to exit the company [1][2]. Group 1: Transaction Details - The transaction is based on an overall valuation of 2.6 billion yuan for the listed company, with a premium of approximately 28.9% compared to the market capitalization of 2.017 billion yuan as of July 3 [1][2]. - The deal involves Jirong Weiye acquiring 19.03% of the shares from the current controlling shareholder, Donghang Group, and transferring the actual control of the company to Jirong Weiye [1][2]. Group 2: Company Performance and Strategy - Jirong Energy has shown significant growth, with a projected 100% increase in production capacity and a 185% increase in output for 2024 compared to 2023, alongside a compound annual growth rate of 144% in revenue over four years [5]. - The strategic goal set by Lin Rongsheng for Jirong Energy includes expanding from the western region to nationwide coverage and radiating to Eurasia, indicating a need for substantial funding, which the listed company can provide [5]. Group 3: Historical Context and Challenges - Hangzhou Gaoxin has faced challenges with continuous losses in net profit since 2018, despite some revenue growth in 2025, which may have contributed to Donghang Group's willingness to transfer control [7][11]. - The company has experienced frequent changes in control over the past six years, with the current controlling shareholder, Hu Min, having taken over in 2022 but failing to turn around the company's financial performance significantly [10].

Core Viewpoint - Hangzhou High-tech (300478.SZ) is undergoing a change in control as its actual controller, Hu Min, seeks to exit the company by transferring 19.03% of its shares, potentially leading to a shift in control [1][4]. Group 1: Control Change - On June 30, Hangzhou High-tech announced a suspension of trading due to the planned transfer of 19.03% of shares by its controlling shareholder, Zhejiang Donghang Holding Group [1]. - The total transaction value for the share transfer is estimated to be approximately 325 million yuan, based on the last closing price of 13.48 yuan per share [1]. - The company has experienced frequent changes in control since 2019, with Hu Min becoming the actual controller in June 2022 after acquiring shares through judicial auctions [3][4]. Group 2: Financial Performance - The company has faced declining financial performance, with revenue dropping from 853 million yuan in 2018 to 384 million yuan in 2024 [5]. - From 2018 to 2024, the company reported continuous losses in net profit, totaling approximately 537 million yuan over seven years [5]. - Despite a 21.75% year-on-year increase in revenue to 83.9 million yuan in the first quarter of this year, the company still reported losses in both net profit and non-recurring net profit [5][6]. Group 3: Future Outlook - The new controlling party is expected to be a company primarily engaged in technology promotion and application services [7]. - Questions remain regarding whether Hangzhou High-tech can successfully navigate its challenges and achieve recovery after the change in control [8].

Core Viewpoint - Hangzhou High-tech Materials Technology Co., Ltd. is undergoing a change in control, with Beijing Juyuan Weiye Energy Technology Co., Ltd. becoming the new controlling shareholder, which may lead to new business synergies for the company [1][2] Group 1: Control Change Announcement - The company announced on June 30, 2025, that its controlling shareholder, Zhejiang Donghang Holding Group Co., Ltd., is planning to transfer 19.03% of the company's total shares to Juyuan Weiye, resulting in a change of control [1][2] - The stock will resume trading on July 2, 2025, after a temporary suspension to ensure fair information disclosure and protect investor interests [1][3] Group 2: Transaction Details - A memorandum was signed between Donghang Group and Juyuan Weiye, with the total valuation of the company set at 2.6 billion yuan, leading to the transfer of 24,105,872 shares [2] - Donghang Group commits not to seek control of the company post-transaction and guarantees that the existing business will achieve positive net profits during the performance commitment period from 2025 to 2027, with combined revenue not less than 300 million yuan [2] Group 3: Financial Performance - For Q1 2025, the company reported total revenue of 83.908 million yuan, a year-on-year increase of 21.75%, while the net profit attributable to the parent company was -1.8043 million yuan, showing a year-on-year improvement of 55.73% [3] - The company's gross margin increased by 21.03% year-on-year, and the net profit margin improved by 59.77% year-on-year [3] Group 4: Juyuan Weiye Overview - Juyuan Weiye, established on January 23, 2017, is controlled by Lin Rongsheng and focuses on green clean energy supply, with a business presence in the northwest and a national layout [3] - The company has developed a comprehensive LNG industry structure, with an annual liquefied natural gas production capacity of 3 million tons and a logistics capacity exceeding 1 million tons [3]

Group 1 - On July 1, Hangzhou High-tech announced that its controlling shareholder, Zhejiang Donghang Holding Group, signed a memorandum with Beijing Juyuan Weiye Energy Technology to transfer 24.1059 million shares, representing 19.03% of the total share capital, which will lead to a change in control of the company [1][2] - If the transaction is completed, the controlling shareholder will change to Juyuan Weiye, and the actual controller will be Lin Rongsheng [1] - Hangzhou High-tech, established in 2004 and listed on the Growth Enterprise Market in 2015, specializes in the research, production, and sales of polymer materials for cables, serving various sectors including power, shipping, rail transit, communication, electrical equipment, construction, and new energy [1] Group 2 - The memorandum stipulates that after the transfer of control, Donghang Group will not seek control of the listed company and will fulfill performance commitments during the commitment period [2] - Donghang Group commits that from 2025 to 2027, the net profit of Hangzhou High-tech's existing business segments will be positive, with consolidated revenue not less than 300 million yuan after excluding unrelated business income [2] - If the actual performance does not meet the commitments, Donghang Group will compensate the difference in cash within five working days after the audit report is issued [2] Group 3 - Juyuan Weiye, established in 2017 with a registered capital of 50 million yuan, is indirectly controlled by Juyuan Energy, a significant LNG producer in Northwest China [3] - Juyuan Energy operates four LNG plants with an annual liquefied natural gas production capacity of 3 million tons and has a comprehensive service network for oil and gas stations [3] - In 2024, Juyuan Energy plans to increase its production capacity by 100% and revenue growth at a compound annual growth rate of 144% [3]

Core Viewpoint - Hangzhou Gaoxin will have a new controlling shareholder, Beijing Juyuan Weiye Energy Technology Co., Ltd., with Lin Rongsheng becoming the actual controller of the company [2][3]. Group 1: Transaction Details - The transaction involves Juyuan Weiye acquiring 19.03% of Hangzhou Gaoxin's shares from its current controlling shareholder, Zhejiang Donghang Holding Group Co., Ltd., at a total company valuation of 2.6 billion yuan [3][5]. - The share price for the acquisition is based on Hangzhou Gaoxin's current stock price of 13.48 yuan per share, with a total market capitalization of approximately 1.7 billion yuan [2][7]. - Donghang Group has committed not to seek control of the company post-transaction and has made performance guarantees for the existing business, ensuring net profits remain positive and consolidated revenue does not fall below 300 million yuan during the performance commitment period from 2025 to 2027 [5]. Group 2: Company Background - Hangzhou Gaoxin, established in 2004, specializes in the research, production, and sales of polymer materials for cables, serving various sectors including 5G, military, marine engineering, electricity, new energy, and rail transportation [7]. - The company has experienced multiple ownership changes in its history, with the latest being the transition from Donghang Group to Juyuan Weiye [7]. - Recent financial performance has been challenging, with revenues of 368 million yuan, 389 million yuan, and 384 million yuan for the years 2022, 2023, and 2024 respectively, and net profits showing fluctuations, including a loss of 21.65 million yuan in 2022 and a profit of 23.64 million yuan in 2023 [7].

Core Viewpoint - The acquisition of control over Hangzhou High-tech by Juyuan Weiye marks a significant change in the company's ownership structure, with Lin Rongsheng becoming the actual controller [2][3][4]. Group 1: Acquisition Details - Juyuan Weiye will acquire 19.03% of Hangzhou High-tech's shares from its current controlling shareholder, Donghang Group, at a total valuation of 2.6 billion yuan [4]. - The transaction involves the transfer of 24.1059 million shares, and the stock will resume trading on July 2 [4]. - Donghang Group has committed not to seek control of the company post-transaction and has made performance guarantees for the existing business [6]. Group 2: Financial Performance - Hangzhou High-tech's revenue for 2022, 2023, and 2024 was reported at 368 million yuan, 389 million yuan, and 384 million yuan, respectively, with net profits of -21.65 million yuan, 23.64 million yuan, and -24.34 million yuan [9]. - In Q1 of the current year, the company achieved a revenue of 83.908 million yuan, reflecting a year-on-year increase of 21.75%, but reported a net loss of 1.8043 million yuan [9]. Group 3: Market Context - Hangzhou High-tech's stock price was 13.48 yuan per share as of June 27, with a year-to-date increase of approximately 50%, resulting in a market capitalization of around 1.7 billion yuan [8][9]. - The company has a history of ownership changes, having undergone multiple transitions in control since its establishment in 2004 [9].

Group 1: Company Announcements - Changchun High-tech plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and international brand image [1] - Saisir reported June sales of 46,086 new energy vehicles, a year-on-year increase of 4.44%, with a total of 172,100 units sold in the first half of the year, down 14.35% year-on-year [1] - Hangzhou High-tech announced a change in controlling shareholder to Jirong Weiye, with stock resuming trading on July 2, 2025 [1] Group 2: Financial Performance - Guomai Technology expects a net profit of 125 million to 156 million yuan for the first half of 2025, a year-on-year increase of 60.52% to 100.33% [2] - Kid King anticipates a net profit of 120 million to 160 million yuan for the first half of 2025, representing a year-on-year growth of 50% to 100% [2] - Mould Technology received a project from a well-known North American electric vehicle company, with expected total sales of 1.236 billion yuan over five years [3] Group 3: Regulatory and Compliance - *ST Yuancheng is under investigation by the China Securities Regulatory Commission for suspected false disclosures in financial reports [4] - The company received a notice of investigation on July 1, 2025, which may lead to significant penalties and potential delisting [4] Group 4: Market Activity - Changcheng Military Industry's stock has experienced significant volatility, with a cumulative price deviation exceeding 20% over three trading days, indicating potential irrational speculation [5] - Anglikang has only one innovative drug project, ALK-N001, currently in Phase I clinical trials, highlighting the long and uncertain nature of drug development [6] Group 5: Sales and Contracts - Beiqi Blue Valley's subsidiary reported a 139.73% year-on-year increase in sales for the first half of the year [7] - Dong'an Power's engine sales in June increased by 82.79% year-on-year [7] - Pudong Construction's subsidiary won multiple major projects with a total bid amount of 1.964 billion yuan [7]