上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于广东惠云钛业股份有限公司 二〇二五年第一次临时股东会的 法律意见书 上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于广东惠云钛业股份有限公司 二〇二五年第一次临时股东会的法律意见书 致：广东惠云钛业股份有限公司 上海市锦天城（深圳）律师事务所（下称"本所"）接受广东惠云钛业股份有 限公司（下称"公司"）的委托，根据《中华人民共和国公司法》（下称"《公司 法》"）、《上市公司股东会规则》（下称"《股东会规则》"）等法律、法规和 规范性文件及公司现行章程（下称"《公司章程》"）的有关规定，指派律师出席 了公司 2025 年第一次临时股东会（下称"本次股东会"），就本次股东会的召集 和召开程序、召集人资格、出席和列席会议人员资格、表决程序及表决结果等事 宜发表法律意见。 一、本次股东会召集和召开程序 为召开本次股东会，公司董事会于 2025 年 9 月 19 日在《公司章程》规定的 信息披露媒体上公告了会议通知。该通知载明了会议的召开方式、召开时间和召 开地点，对会议议题的内容进行了充分披露，说明了股东有 ...

Core Viewpoint - The titanium dioxide industry is currently facing significant challenges, including price declines, operational pressures on small and medium enterprises, and a need for consolidation and strategic acquisitions to enhance competitiveness and adapt to market changes [1][2][3]. Industry Overview - As of October 9, titanium dioxide prices in South China remain at 13,300 yuan per ton, unchanged from the end of September, indicating a low point in the price cycle [1]. - The price of titanium dioxide has decreased from 20,400 yuan per ton in June 2021 to the current level, leading to operational difficulties for companies in the industry [1]. - The industry is experiencing a deep adjustment period, with small and medium enterprises particularly vulnerable due to their weaker competitive positions [1]. Demand and Market Dynamics - The titanium dioxide industry has seen a decline in performance, with companies like Jinfeng Titanium Industry Co., Ltd. reporting negative net profits for three consecutive years, totaling over 500 million yuan in losses [2]. - Factors contributing to the industry's struggles include high costs, weak demand, and intense price competition, exacerbated by a supply-demand imbalance and a sluggish global economic recovery [2]. - In August, signs of recovery emerged as several companies announced price increases, marking the first significant price hike of the year, driven by rising production costs and marginal improvements in downstream demand [2]. Strategic Responses and Mergers - Leading companies are actively pursuing mergers and acquisitions to navigate industry challenges. For instance, Huayun Titanium Industry has made significant acquisitions, including a 70% stake in Guangnan Chenshang Mining Development Co., which is crucial for securing raw material supply [3][4]. - The company has also acquired a 35% stake in Guangxi Detian Chemical Recycling Co., enhancing its production capacity and competitiveness in the titanium dioxide market [3]. Industry Transformation - The industry is shifting from a focus on capacity expansion to value creation, emphasizing research and development to build technological barriers and enhance high-value products [6]. - Companies like Longbai Group have invested over 3 billion yuan in R&D over the past three years, achieving significant technological advancements [6]. - The implementation of "going global" strategies is also being pursued, with companies establishing overseas production facilities to mitigate trade barriers and enhance brand presence [6]. Competitive Landscape - The competitive landscape is evolving, with companies like Zhongke Huayuan Titanium Dioxide Co., Ltd. forming long-term partnerships with major overseas clients, leveraging stable supply and product quality [7]. - The integration of the industry chain is seen as a way to build a solid competitive advantage and enhance core competencies during this period of deep adjustment [7].

| 证券代码：300891 | 公司简称：惠云钛业 | 公告编号：2025-078 | | --- | --- | --- | | 债券代码：123168 | 债券简称：惠云转债 | | 广东惠云钛业股份有限公司 2025 年第三季度可转换公司债券转股情况的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或者重大遗漏。 特别提示： 1、"惠云转债"（债券代码：123168）转股期限为 2023 年 5 月 29 日至 2028 年 11 月 22 日，最新转股价格为 10.74 元/股。 2、2025 年第三季度，共有 10 张"惠云转债"完成转股（票面金额共计 1,000 元 人民币），合计转为 93 股"惠云钛业"股票（股票代码：300891）。 3、截至 2025 年第三季度末，公司剩余可转债金额为 489,913,500 元，剩余债 券 4,899,135 张。 根据公司 2022 年年度股东大会审议通过的《关于<2022 年度利润分配预案>的 议案》，2022 年度权益分派方案为：以截至 2022 年 12 月 31 日总股本 400,000,000 股为基 ...

Core Viewpoint - The titanium dioxide industry is experiencing a price increase, with companies raising prices by 500 RMB/ton for domestic customers since September 15, marking the fifth price hike this year [2][3]. Price Adjustments - Several companies, including Yibin Tianyuan and Ti Hai Technology, have announced price increases for titanium dioxide products, with domestic prices rising by 500 RMB/ton and international prices by 30-70 USD/ton [3][4]. - The price adjustments are driven by the traditional peak season and the need to stimulate downstream inventory demand, as well as to implement previous price increases from August [2][4]. Market Conditions - The current price hikes are cautious due to weak downstream demand and the potential for increased inventory levels as production rates rise [4]. - The titanium dioxide industry has faced a decline in prices due to reduced downstream market demand and increased production costs, leading to a situation of excess inventory [5][6]. Financial Performance - Major companies like Longbai Group reported a decline in revenue and net profit for the first half of 2025, with revenue dropping to 13.33 billion RMB, a decrease of 3.34% year-on-year, and net profit down by 19.53% [5]. - Other companies, such as Zhonghe Titanium and Huiyun Titanium, showed mixed results, with revenue increases but significant drops in net profit [5]. Industry Challenges - The titanium dioxide market is currently at a five-year low due to supply-demand mismatches, with rapid domestic capacity expansion and weakened demand linked to the real estate sector [6]. - Companies are responding to these challenges by seeking to expand into international markets, with Longbai Group and Huiyun Titanium actively pursuing overseas strategies to mitigate the impact of anti-dumping investigations [7]. Future Outlook - There are expectations of continued downward pressure on titanium dioxide prices due to weak domestic and international demand, with predictions of price declines by the end of October [7].

Market Overview - On September 25, the chemical raw materials sector declined by 0.68% compared to the previous trading day, with Jinpu Titanium Industry leading the decline [1] - The Shanghai Composite Index closed at 3853.3, down 0.01%, while the Shenzhen Component Index closed at 13445.9, up 0.67% [1] Stock Performance - Notable gainers in the chemical raw materials sector included: - Xinjinlu (000510) with a closing price of 5.46, up 5.00% and a trading volume of 781,400 shares [1] - ST Yatai (000691) with a closing price of 10.72, up 5.00% and a trading volume of 173,500 shares [1] - Satellite Chemical (002648) with a closing price of 19.04, up 1.82% and a trading volume of 405,500 shares [1] - Major decliners included: - Jinpu Titanium Industry (000545) with a closing price of 2.68, down 5.63% and a trading volume of 1,526,300 shares [2] - Zhongke Titanium White (002145) with a closing price of 5.45, down 5.55% and a trading volume of 1,557,900 shares [2] - Huiyun Titanium Industry (300891) with a closing price of 9.33, down 4.21% and a trading volume of 130,500 shares [2] Capital Flow - The chemical raw materials sector experienced a net outflow of 353 million yuan from institutional investors, while retail investors saw a net inflow of 116 million yuan [2] - The main capital flow for selected stocks showed: - Xinjinlu (000510) had a net inflow of 68.12 million yuan from institutional investors [3] - Jinpu Titanium Industry (000545) had a net inflow of 9.70 million yuan from institutional investors [3] - Satellite Chemical (002648) had a net outflow of 1.15 million yuan from retail investors [3]

Core Viewpoint - Guangdong Huiyun Titanium Industry Co., Ltd. has completed the registration procedures for the acquisition of 70% equity in Chenxiang Minerals, aiming to secure upstream titanium ore resources and enhance its competitive edge in the titanium dioxide industry [1] Group 1: Acquisition Details - The company has obtained the business license and registration notice from the Guangnan Market Supervision Administration for Chenxiang Minerals, which was announced as an acquisition in June [1] - Chenxiang Minerals is primarily engaged in the mining, processing, and sales of titanium ore, holding mining rights over an area of 3.2697 square kilometers in Guangnan, Yunnan Province [1] Group 2: Strategic Importance - The acquisition is part of the company's strategy to stabilize raw material supply, reduce procurement costs, and enhance sustainable development capabilities [1] - This move is a key step in the company's full industry chain strategy, linking mineral resources, titanium dioxide production, and customer applications [1] Group 3: Future Outlook - Following the acquisition, the company plans to integrate Chenxiang Minerals into its industry chain system and maximize the value of industrial integration through refined operational synergy [1] - With ongoing development of upstream mineral resources and further realization of industry chain synergies, the company is expected to gain a more advantageous position in the titanium dioxide industry [1]

Group 1 - The company held a performance briefing on September 19, focusing on its half-year results and engaging with investors through an online platform [1][2] - The management team included key personnel such as the General Manager, Deputy General Manager, and Financial Director, indicating a strong representation [2] - Investors raised questions regarding business transformation, automation in production, mineral development, and the company's performance amid market challenges [3] Group 2 - The company is cautious yet proactive about potential business transformation, particularly in the semiconductor sector, while maintaining a focus on its core titanium dioxide and fine chemical operations [3] - Automation is being gradually integrated into production processes, aligning with industry trends towards smart manufacturing [3] - The company completed the acquisition of a mineral development firm and is progressing with mining operations, while also exploring new energy business opportunities [3] Group 3 - The company reported a decline in net profit due to global economic conditions and increased competition, but has implemented measures to enhance efficiency and product quality [3] - There is no direct order from CATL, but the company has business ties in the upstream materials segment of the new energy industry [3] - The reduction in shareholding by major shareholders is attributed to personal financial needs and is not reflective of the company's operational outlook [3]

Group 1: Company Overview and Strategy - Huayun Titanium Industry has over 20 years of experience in the titanium dioxide and fine chemical sectors, focusing on production processes and circular economy operations [2][5] - The company is open to evaluating opportunities for transformation that align with its strategic goals and can create synergies [3] Group 2: Automation and Technology - The company has gradually introduced automation equipment in key production processes to enhance efficiency and ensure safety [4] - Future plans include exploring intelligent equipment applications to achieve higher operational efficiency and sustainability [4] Group 3: Mining and Resource Management - As of September 2025, the company completed the registration for the acquisition of Guangnan Chenxiang Mining, with mining procedures currently in progress [5] - The company is actively advancing exploration work related to its mining assets in Qinghe County, Xinjiang [8] Group 4: Market Position and Financial Performance - The company has not signed any direct orders with Ningde Times as of now [6] - The decline in net profit in the first half of the year is attributed to global economic conditions and intensified market competition, but the company has implemented measures to maintain production and sales growth [8] Group 5: Innovation and Digital Transformation - The company is gradually advancing digital transformation in its sales system to enhance communication with customers and improve operational efficiency [8] - There are currently no holdings in high-tech companies, but the company is focused on leveraging its core business advantages in the upstream materials segment of the new energy industry [7]

Core Viewpoint - Huiyun Titanium Industry stated that its subsidiary, Chenxiang Minerals, focuses on the mining, processing, and sales of titanium ore, which is not classified as a rare metal. Titanium ore is a primary raw material for titanium dioxide production, and its byproduct, ferrous sulfate, is a key raw material for producing iron phosphate, thus indirectly contributing to the upstream of the new energy industry [1] Group 1 - The main business of Chenxiang Minerals includes titanium ore mining, processing, and sales [1] - Titanium ore is essential for the production of titanium dioxide, which is a significant component in various industries [1] - The company plans to initiate the development and operation of mining resources to achieve partial self-supply of key raw materials, positively impacting future operating performance [1]

延伸阅读： 每经AI快讯，惠云钛业9月18日晚间发布公告称，赖庆妤女士因公司内部工作调整申请辞去公司财务总 监职务，辞任后仍担任公司董事、副总经理职务。经公司总经理提名，经公司第五届董事会提名委员 会、审计委员会审核通过，审议通过了《关于聘任财务总监的议案》，同意聘任罗琴女士为公司财务总 监。 上海机电:聘请陈名担任公司财务总监 金种子酒:聘任郭继宝为公司财务总监 同有科技:聘任鲁怡为公司财务总监 ...