上海市广发律师事务所 关于江阴电工合金股份有限公司 2025 年第一次临时股东会的 法律意见书 电话：021-58358013 | 传真：021-58358012 网址：http://www.gffirm.com | 电子信箱：gf@gffirm.com 办公地址：上海市浦东新区南泉北路 429 号泰康保险大厦 26 楼 | 邮政编码：200120 上海市广发律师事务所 关于江阴电工合金股份有限公司 2025 年第一次临时股东会的法律意见书 致：江阴电工合金股份有限公司 江阴电工合金股份有限公司（以下简称"公司"）2025 年第一次临时股东 会于 2025 年 9 月 11 日（星期四）在江苏省江阴市周庄镇世纪大道北段 398 号公 司会议室召开。上海市广发律师事务所经公司聘请，委派李宜谦律师、陈紫茵律 师出席现场会议。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（2025 修订）》（以下简称"《股东会规则》"）等法 律法规、其他规范性文件以及《江阴电工合金股份有限公司章程》（以下简称"《公 司章程》"）的规定，就本次股东会的召集和召开程序、召集人及出席会议人员 的资格、会议 ...

Core Points - The stock price of Electric Alloy rose by 2.11% on September 9, reaching 15.00 CNY per share, with a trading volume of 73.01 million CNY and a turnover rate of 1.50% [1] - Year-to-date, Electric Alloy's stock price has increased by 56.87%, while it has seen a decline of 4.76% over the last five trading days and a slight decrease of 0.86% over the last 20 days [2] - The company has made five appearances on the "Dragon and Tiger List" this year, with the most recent on July 1 [2] Company Overview - Electric Alloy, established on June 12, 1985, and listed on September 7, 2017, is located in Jiangyin City, Jiangsu Province, and specializes in the research, production, and sales of copper and copper alloy products [2] - The main revenue sources for Electric Alloy are: copper busbar series products (66.21%), electrified railway contact network series products (29.90%), new energy vehicle high-voltage connectors (3.29%), and others (0.60%) [2] - The company belongs to the industrial metals sector under the non-ferrous metals category and is associated with concepts such as railway infrastructure, rail transit, small-cap stocks, nuclear power, and state-owned enterprise reform [2] Financial Performance - As of June 30, the number of shareholders for Electric Alloy was 39,400, an increase of 45.87% from the previous period, with an average of 8,407 circulating shares per person, a decrease of 10.88% [2] - For the first half of 2025, Electric Alloy achieved a revenue of 1.431 billion CNY, representing a year-on-year growth of 16.31%, and a net profit attributable to shareholders of 82.33 million CNY, up by 23.31% [2] - Since its A-share listing, Electric Alloy has distributed a total of 451 million CNY in dividends, with 186 million CNY distributed over the past three years [3]

Major Events - Robotech plans to issue H-shares and list on the Hong Kong Stock Exchange [1] - Leo Group plans to issue H-shares and list on the Hong Kong Stock Exchange [1] Performance - Tianji shares gain high market attention for solid-state battery concept; subsidiary has obtained patents for lithium sulfide materials and their preparation methods [1][1] - Weiguang Bio has successfully acquired land use rights and signed a transaction confirmation [1] - Gansu Energy's Changle Company has officially put the 5th unit of the 2×1000 MW coal-fired unit expansion project into commercial operation [1] - Zhaoxin shares' largest shareholder did not trade company stocks during abnormal trading fluctuations [1] - Electric Alloy's shareholder plans to acquire indirect shares through block trading, involving no more than 2.4 million shares [1] - Nanchin Technology plans to issue convertible bonds to raise no more than 1.933 billion yuan for research and industrialization of power management chips in the intelligent computing field [1] - Ningbo Ocean plans to invest in the establishment of two overseas companies [1] - Jidian shares received 913 million yuan in national renewable energy subsidy funds in August [1] - Shennong Group sold 166,400 pigs in August, generating sales revenue of 285 million yuan [1] - Tianbang Food sold 529,700 commercial pigs in August, with sales revenue of 621 million yuan [1]

Core Viewpoint - The announcement indicates that shareholder Jiangyin Qiuwai Management Consulting Partnership (Limited Partnership) plans to transfer up to 2.4 million shares of the company through block trading, representing 0.55% of the total share capital within three months after the disclosure date [1] Summary by Relevant Sections - Shareholder Information - Jiangyin Qiuwai's shareholder Shen Guoxiang intends to transfer shares [1] - Share Transfer Details - The transfer will involve a maximum of 2.4 million shares [1] - This represents 0.55% of the company's total share capital [1] - The transfer will occur within three months after the announcement, starting 15 trading days from the disclosure date [1]

Core Viewpoint - Jiangyin Electric Alloy Co., Ltd. announced that shareholder Jiangyin Qiuwai Management Consulting Partnership (Limited Partnership) plans to transfer up to 2.4 million shares, representing 0.55% of the company's total share capital, through block trading within three months after the announcement date [1][2]. Group 1: Shareholder Information - Jiangyin Qiuwai holds 19.19 million shares, accounting for 4.44% of the company's total share capital, which is 432.64 million shares as of the announcement date [2]. - The shareholder, Mr. Shen Guoxiang, who is a partner of Jiangyin Qiuwai, has retired and no longer holds any executive position in the company [2][3]. Group 2: Share Transfer Details - The planned transfer involves a maximum of 2.4 million shares, which are sourced from shares held before the company's initial public offering and shares obtained through capital reserve increases and stock dividends [2]. - After the transfer, Jiangyin Qiuwai will hold 16.79 million shares, or 3.88% of the total share capital, while Mr. Shen will hold 2.4 million shares, or 0.55% [2]. Group 3: Compliance and Commitments - Mr. Shen has adhered to his commitments regarding share transfers during his tenure and has no outstanding lock-up commitments [3][4]. - The company and its shareholders have complied with previous commitments regarding share sales and will continue to follow relevant regulations and disclosure obligations [4].

Group 1 - The core point of the announcement is that a shareholder, Mr. Shen Guoxiang, plans to transfer up to 2.4 million shares of the company through block trading, which represents 0.55% of the total share capital [1] - The company's revenue composition for the year 2024 is heavily weighted towards the copper processing industry, accounting for 97.83%, while other businesses contribute only 2.17% [1] - The current market capitalization of the company is 6.4 billion yuan [2]

证券代码：300697 证券简称：电工合金 公告编号：2025-039 公司于近日收到股东江阴秋炜及其份额持有人沈国祥先生出具的《关于股份 减持计划的告知函》，沈国祥先生拟以大宗交易方式受让江阴秋炜本次减持的全 部公司股份合计不超过 240 万股（占公司总股本比例 0.55%），现将有关情况公 告如下： 一、股东的基本情况 江阴电工合金股份有限公司 关于股东减持股份预披露公告 股东江阴秋炜管理咨询合伙企业（有限合伙）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： 1、江阴电工合金股份有限公司（以下简称"公司"）股东江阴秋炜管理咨 询合伙企业（有限合伙）（以下简称"江阴秋炜"）的份额持有人沈国祥先生计 划自本公告披露之日起 15 个交易日后的 3 个月内以大宗交易方式受让其通过江 阴秋炜间接持有的公司股份不超过 240 万股（占公司总股本比例 0.55%）。 2、公司已于 2025 年 8 月 19 日在中国证监会指定信息披露媒体巨潮资讯网 （http://www.cninfo.com.cn）上披 ...

Group 1 - The shareholder Jiangyin Qiuwai Management Consulting Partnership (Limited Partnership) plans to reduce its holdings in the company by up to 2.4 million shares through block trading within three months after the announcement date, which represents 0.55% of the total share capital [1] - As of the announcement date, Jiangyin Qiuwai holds 19.19 million shares, accounting for 4.44% of the company [1]

Group 1 - The company plans to issue convertible bonds to raise a total of no more than 545 million yuan, which will be used for a high-performance copper and copper alloy production project, replenishing working capital, and repaying bank loans [1][2] - The convertible bonds will have a term of six years, with interest paid annually and the principal returned at maturity [1] - The issuance will prioritize existing shareholders, who can choose to waive their rights, with the remaining bonds offered to institutional investors and/or through the Shenzhen Stock Exchange [2] Group 2 - In the first half of 2025, the company reported revenue of 1.431 billion yuan, a year-on-year increase of 16.31%, and a net profit attributable to shareholders of 82 million yuan, up 23.31% [2] - For the year 2024, the company achieved revenue of 2.593 billion yuan, an increase of 8.37%, but the net profit attributable to shareholders decreased by 3.62% to 131 million yuan [3][4] - The company's cash flow from operating activities turned negative at -26 million yuan in 2024, compared to a positive cash flow of 158 million yuan in the same period of 2023 [3][4]

Core Viewpoint - Jiangyin Electric Alloy Co., Ltd. plans to issue convertible bonds to raise up to 545 million yuan for projects including the production of high-performance copper and copper alloy materials and to supplement working capital and repay bank loans [1][22]. Group 1: Issuance Details - The company intends to issue convertible bonds convertible into A-shares listed on the Shenzhen Stock Exchange [1]. - The total amount to be raised is expected to not exceed 545 million yuan, which will be used for a project with an annual production capacity of 35,000 tons of high-performance copper and copper alloy materials and for working capital [1][22]. Group 2: Necessity of Issuance - Traditional bank loans are limited in amount and can lead to high financial costs, which may reduce profitability and shareholder returns [2]. - The issuance of convertible bonds provides an option for conversion into shares, combining both equity and debt characteristics, and typically has a lower coupon rate, significantly reducing financing costs [2]. Group 3: Target Investors - The issuance will prioritize existing shareholders, who have the right to waive their subscription rights, with the remaining bonds offered to institutional investors and other qualified investors [3][4]. Group 4: Pricing and Valuation - The initial conversion price will not be lower than the average trading price of the company's shares over the last 20 trading days prior to the announcement [5][7]. - The pricing method and procedures for the issuance comply with relevant regulations and are deemed reasonable [8][7]. Group 5: Use of Proceeds - The funds raised will be strictly used for the specified projects and cannot be redirected for loss compensation or non-productive expenditures [9][14]. - The projects align with national industrial policies and are expected to enhance the company's core competitiveness and sustainable development [9][22]. Group 6: Compliance and Governance - The company has established a sound organizational structure and complies with the relevant laws and regulations, ensuring proper governance and operational efficiency [10][11]. - The financial reports for the last three years have received unqualified audit opinions, indicating compliance with accounting standards [12]. Group 7: Impact on Shareholder Rights - The issuance may dilute immediate returns for existing shareholders, but the company plans to implement measures to mitigate this risk and enhance shareholder value [24][25]. - The issuance plan has undergone careful consideration by the board and will be subject to a fair vote by shareholders [23][24]. Group 8: Conclusion - The issuance of convertible bonds is deemed necessary and feasible, with a fair and reasonable plan that aligns with the company's strategic goals and benefits all shareholders [24][25].