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]

Major Events - Newland has established a subsidiary in the US and obtained an MSB license to enhance its global payment business and facilitate cross-border payment operations [3] - Zhejiang Liming's actual controllers have committed not to reduce their shareholdings within one year [4] - Tengya Precision has announced a three-month commitment from its major shareholders not to reduce their holdings [6] - *ST Yuancheng is under investigation by the CSRC for suspected false financial disclosures [7] - Anglikang has only one innovative drug project currently under development, which is in the I phase of clinical trials [8] - Yongmaotai plans to invest approximately 450 million yuan to build an intelligent manufacturing base for auto parts in Mexico [9] - Fengfan Co. intends to acquire 100% equity of eight photovoltaic power station project companies for 48 million yuan [10] - Hangzhou High-tech is changing its controlling shareholder to Jirong Weiye and will resume trading on July 2 [11][12] - Zhongke Environmental Protection is acquiring 100% equity of two environmental companies for a total of 354 million yuan [13] - Yian Technology plans to increase its investment in its subsidiary Yihang Metal by 120 million yuan [14] - *ST Aowei has reported asset losses due to mismanagement by a processing partner [15] - XWANDA intends to issue H-shares and list on the Hong Kong Stock Exchange [16] - Baichuan Co.'s actual controller and chairman is under investigation [17] - Suzhou Planning is planning to acquire control of Dongjin Aviation Technology and will suspend trading [19] - Aerospace Changfeng plans to transfer 55.45% equity of a subsidiary through public listing [20] Performance Overview - Xinhecheng expects a net profit increase of 50%-70% for the first half of 2025, estimating between 3.3 billion to 3.75 billion yuan [21] - Shida Shenghua anticipates a net loss of 52 million to 60 million yuan for the first half of 2025 [22] - Kids' King expects a net profit increase of 50%-100% for the first half of 2025, estimating between 120 million to 160 million yuan [23] - SAIC Group reported a total vehicle sales of 2.0526 million units in the first half of 2025, a year-on-year increase of 12.35% [24] - BAIC Blue Valley's subsidiary reported a 139.73% increase in sales for the first half of 2025 [25] - Seris reported a 4.44% year-on-year increase in electric vehicle sales for June [26] - Great Wall Motors reported a 1.81% increase in total vehicle sales for the first half of 2025 [27] Major Contracts - Guoxin Technology has won a 46 million yuan project for automotive electronic chips [28] - Ankao Zhidian has signed two contracts for wind power transmission projects totaling 79.69 million yuan [29] Shareholding Changes - Wuxi Zhenhua's shareholder plans to reduce its stake by up to 1% [30] - Longxun Co. shareholders plan to reduce their holdings by up to 2% [31] - FJ Environmental's major shareholder plans to reduce its stake by up to 3% [32] - Yuexiu Capital's subsidiary plans to increase its stake in Yuexiu Real Estate [33] Financing Activities - Haoyuan Pharmaceutical plans to increase its subsidiary's capital by 400 million yuan through debt-to-equity conversion [34] - Hainan Huatie plans to issue bonds not exceeding 2 billion yuan to optimize its financing structure [35]

证券代码：300478 证券简称：杭州高新 公告编号：2025-041 杭州高新材料科技股份有限公司 关于筹划公司控制权变更事项的进展暨复牌公告 浙江东杭控股集团有限公司保证向本公司提供的信息内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。本公司及董事会全体成员保证公告内容 与信息披露义务人提供的信息一致。 特别提示： 2025 年 6 月 30 日，公司控股股东东杭集团与北京巨融伟业能源科技有限 公司（以下简称"巨融伟业"）签订《备忘录》。根据《备忘录》，按照上市 公司整体估值 26 亿元计算的每股价格，通过协议转让方式，由巨融伟业收购东 杭集团持有的上市公司股份 24,105,872 股（占公司总股本的 19.03%），同步 完成将上市公司实控权转移给巨融伟业。若本次交易顺利推进并实施完成，公 司控股股东将由东杭集团变更为巨融伟业，公司实际控制人将由胡敏先生变更 为林融升先生。《备忘录》的主要内容如下： 甲方：浙江东杭控股集团有限公司 乙方：北京巨融伟业能源科技有限公司 1、公司股票自 2025 年 7 月 2 日（星期三）开市起复牌。 2、公司控制权变更事项能否最终实施完成及实施结果尚存在不 ...