北京大成(上海)律师事务所 关于惠柏新材料科技(上海)股份有限公司 2025 年第一次临时股东大会的法律意见书 致:惠柏新材料科技(上海)股份有限公司 北京大成(上海)律师事务所(简称"本所")接受惠柏新材料科技(上海) 股份有限公司(简称"公司")委托,委派本所律师出席公司于 2025年 11 月 17 日召开的 2025年第一次临时股东大会(简称"本次股东大会"),并根据《中 华人民共和国证券法》(简称"《证券法》")、《中华人民共和国公司法》(简 称"《公司法》")及中国证券监督管理委员会发布的《上市公司股东会规则》 (简称"《股东会规则》")等法律、行政法规及规范性文件和《惠柏新材料科 技(上海)股份有限公司章程》(简称"《公司章程》")的规定,就本次股东 大会相关事项出具本法律意见书。 为出具本法律意见书,本所律师审查了公司提供的有关本次股东大会的相关 文件。在审查有关文件的过程中,公司向本所律师保证并承诺,公司向本所提供 的文件是真实、准确、完整的,有关副本材料或复印件与原件一致,公司已向本 所律师披露一切足以影响本法律意见书出具的事实和文件,且无任何隐瞒、遗漏 之处。 在本法律意见书中,本所律师 ...

Core Viewpoint - The company specializes in the research, production, and sales of specialty formulated modified epoxy resin products, with applications in various industries including wind power and electronics [1]. Group 1: Business Overview - The company's main business includes the development, production, and sales of specialty formulated modified epoxy resin series products [1]. - Key product applications include epoxy resins for wind turbine blades, new composite materials, and electronic electrical insulation packaging [1]. - The insulation products are designed for use in electronic products such as vehicle network transformers, primarily serving insulation and bonding purposes [1]. Group 2: Product Applications - The company's epoxy resin products have not yet been applied in substations or power transformer fields [1]. - There was an inquiry from investors regarding the application of insulation epoxy resin in transformers, indicating interest in the potential expansion of product applications [2].

Company Overview - Huibo New Materials was established on December 15, 2010, and was listed on the Shenzhen Stock Exchange on October 31, 2023, with its registered and office address in Shanghai [1] - The company is a significant player in the domestic specialty formulated modified epoxy resin sector, with technological advantages in its products [1] - Main business includes R&D, production, and sales of specialty formulated modified epoxy resin products, covering applications such as wind turbine blades, new composite materials, and electronic insulation packaging [1] Financial Performance - For Q3 2025, Huibo New Materials reported revenue of 1.641 billion yuan, ranking 7th in the industry out of 14, below the industry average of 1.76 billion yuan but above the median of 1.46 billion yuan [2] - The company's net profit for the same period was 60.34 million yuan, ranking 9th in the industry, below the industry average of 156 million yuan and the median of 67.28 million yuan [2] Financial Ratios - As of Q3 2025, Huibo New Materials had a debt-to-asset ratio of 59.80%, up from 50.47% in the previous year, which is higher than the industry average of 33.32% [3] - The gross profit margin for Q3 2025 was 11.90%, an increase from 9.68% year-on-year, but still below the industry average of 20.81% [3] Executive Compensation - The chairman, Yang Yujing, received a salary of 946,900 yuan in 2024, an increase of 43,800 yuan from 2023 [4] - The general manager, Kang Yaolun, received a salary of 1.6795 million yuan in 2024, a decrease of 322,700 yuan from 2023 [4] Shareholder Information - As of September 30, 2025, the number of A-share shareholders decreased by 5.42% to 10,200 [5] - The average number of circulating A-shares held per shareholder increased by 5.73% to 4,737.14 [5]

Group 1 - The core viewpoint of the news is that Huibo New Materials experienced a decline in stock price and significant trading activity, indicating high financing levels and potential investor interest [1][2]. - On October 30, Huibo New Materials' stock fell by 1.96%, with a trading volume of 178 million yuan. The financing buy-in amount was 19.298 million yuan, while the financing repayment was 18.117 million yuan, resulting in a net financing buy-in of 1.1815 million yuan [1]. - As of October 30, the total financing and securities lending balance for Huibo New Materials was 80.9396 million yuan, accounting for 5.13% of its circulating market value, which is above the 80th percentile level over the past year [1]. Group 2 - Huibo New Materials Technology (Shanghai) Co., Ltd. was established on December 15, 2010, and is set to be listed on October 31, 2023. The company specializes in the research, production, and sales of specialty modified epoxy resin products [2]. - The main business revenue composition includes 81.88% from epoxy resin for wind turbine blades, 13.74% from new composite materials, and 4.11% from electronic and electrical insulation packaging [2]. - For the period from January to September 2025, Huibo New Materials achieved an operating income of 1.641 billion yuan, representing a year-on-year growth of 76.34%, and a net profit attributable to the parent company of 60.3354 million yuan, reflecting a year-on-year increase of 1222.38% [2]. Group 3 - After its A-share listing, Huibo New Materials has distributed a total of 20.2987 million yuan in dividends [3].

Core Viewpoint - Huibai New Materials (惠柏新材) has demonstrated significant growth in its financial performance, driven by the booming wind power industry and diversification into new composite materials [1][2][3] Financial Performance - In Q3 2025, Huibai New Materials reported a revenue of 1.641 billion yuan, representing a year-on-year increase of 76.34% - The net profit attributable to shareholders reached 60.3354 million yuan, showing a remarkable growth of 1222.38% compared to the previous year [1] Industry Context - The wind power industry in China remains robust, with cumulative installed capacity reaching 580 million kilowatts by the end of September 2025, a year-on-year increase of 21.3% - New installed wind power capacity from January to September 2025 was 61.09 million kilowatts, up 56.16% year-on-year [1] Product Diversification - Huibai New Materials has successfully penetrated various high-growth sectors with its new composite materials, including hydrogen storage, automotive lightweighting, and sports equipment [2] - The company has developed specialized epoxy resins for high-pressure containers and rapid curing RTM epoxy resins for carbon fiber composite components [2] Strategic Initiatives - The company is expanding into the "low-altitude economy" sector, having completed the R&D phase for its HP-RTM resin project, which has already secured small batch orders from clients [2] - This strategic move positions Huibai New Materials in the supply chain for advanced manufacturing in drones and eVTOLs [2] Competitive Advantage - Huibai New Materials has established a solid development framework characterized by a strong foundation in wind power materials and diversified growth points [3] - The company aims to maintain its leadership in wind power materials while exploring opportunities in the new composite materials market through continuous innovation and market-responsive capacity planning [3]

Core Insights - The company reported significant growth in its Q3 2025 performance, with revenue reaching 1.641 billion yuan, a year-on-year increase of 76.34%, and net profit of 60.3354 million yuan, a substantial year-on-year growth of 1222.38% [1] - In Q3 alone, the company achieved revenue of 626 million yuan, up 49.59% year-on-year, and net profit of 27.1307 million yuan, reflecting a remarkable year-on-year increase of 3066.26% [1] Company Performance - The company specializes in high-end composite materials, focusing on the research, production, and sales of specialty formulated modified epoxy resin products [1] - The products are widely used in emerging sectors such as wind turbine blades and new energy vehicles, showcasing their excellent performance [1] - The company has optimized its product structure and market layout, leading to a significant increase in sales, which in turn boosted both revenue and profit [1] Research and Development - The company has increased its R&D investment to enhance its core competitiveness, providing strong support for its performance growth [1] - The company is committed to an innovation-driven development strategy, aiming to keep pace with industry trends and increase R&D investment in new materials [2] Future Outlook - With the ongoing development of downstream industries like wind energy and new energy vehicles, the company is expected to leverage its technological advantages and market experience for broader growth opportunities [2] - The company plans to continue leading with technological innovation to enhance corporate value and create greater value for shareholders and society [2] Capacity Expansion - The company has made positive progress in the construction of its factory in Zhuhai and fixed asset investments, laying a solid foundation for future business expansion [1]

Core Insights - The company, Huibei New Materials, is capitalizing on market opportunities amid the ongoing global energy transition and the recovery of the wind power industry, leading to steady performance improvements [2][3]. Financial Performance - For the first three quarters of 2025, the company reported revenue of 1.641 billion yuan, a year-on-year increase of 76.34%, and a net profit attributable to shareholders of 60.3354 million yuan, up 1222.38% [2]. - In Q3 alone, the company achieved revenue of 626 million yuan, reflecting a 49.59% year-on-year growth, with a net profit of 27.1307 million yuan, marking a staggering increase of 3066.26% [2]. Industry Growth and Market Position - Huibei New Materials is a leading player in the epoxy resin market for wind turbine blades, benefiting from the steady growth of the global and domestic wind power industries [3]. - The global wind power market is entering a new growth cycle, with Wood Mackenzie forecasting an average annual addition of over 170 GW of wind power capacity in the next five years [3]. - In China, the National Energy Administration reported a 56.16% year-on-year increase in newly installed wind power capacity in the first nine months of 2025 [3]. Expansion into New Materials - The company is actively expanding its application of new composite materials across various sectors, including sports equipment, rail transportation, automotive lightweighting, hydrogen storage, carbon boards, footwear, robotics, drones, LED packaging, and electronic components [4]. - A notable collaboration with Calai Technology resulted in the launch of the Coleitec HyPVessel carbon fiber hydrogen storage bottle, showcasing the company's commitment to high-performance materials [4]. Research and Development - The company has a solid foundation in R&D, holding 29 invention patents and 58 utility model patents, which support its product diversification and market responsiveness [5]. - Huibei New Materials has participated in industry exhibitions, showcasing innovative products such as epoxy resins for drones and biodegradable epoxy resins, receiving positive feedback from the industry [6]. Policy and Future Outlook - The "14th Five-Year Plan" is expected to bring new growth cycles for the wind power and new materials industries, with significant targets set for wind power capacity additions [6][7]. - The company is poised to leverage emerging opportunities in deep-sea and low-altitude economies, aiming to establish a more diversified and sustainable growth model during the "14th Five-Year Plan" period [7].

Core Insights - 惠柏新材 reported significant growth in revenue and net profit for the first three quarters of 2025, with revenue reaching 1.641 billion yuan, a year-on-year increase of 76.34%, and net profit attributable to shareholders amounting to 60.3354 million yuan, a remarkable increase of 1222.38% [1] - In Q3 2025 alone, the company achieved revenue of 626 million yuan, up 49.59% year-on-year, and a net profit of 27.1307 million yuan, reflecting a staggering growth of 3066.26% [1] Industry and Business Development - 惠柏新材 is positioned as a leading enterprise in the epoxy resin sector for wind turbine blades, benefiting from the steady growth of the global and domestic wind power industry [2] - The shift towards deep-sea offshore wind power is expected to create new growth opportunities for high-end wind power materials, with the first deep-sea offshore wind power demonstration projects in Guangdong, Shandong, Zhejiang, Shanghai, and Hainan expected to commence development [2] - The company has established long-term stable partnerships with major wind power manufacturers, which is anticipated to lead to a continuous increase in orders [2] - In addition to consolidating its core wind power business, 惠柏新材 is actively expanding the application scenarios of new composite materials across various sectors, including sports equipment, rail transportation, automotive lightweighting, hydrogen storage, robotics, drones, and electronic components [2] R&D and Innovation - 惠柏新材 has a solid foundation in research and development, holding 29 invention patents and 58 utility model patents, along with 3 high-tech achievement transformation projects [3] - The company leverages its extensive experience in epoxy resin applications to provide customized product solutions that meet market demands, gaining high recognition from downstream enterprises [3] - 惠柏新材 is recognized as a rapidly developing representative enterprise in the industry, thanks to its continuous product and process innovation capabilities [3] - With the upcoming "14th Five-Year Plan," the wind power and new materials industries are expected to benefit from new policy incentives, allowing 惠柏新材 to seize opportunities in emerging fields such as deep-sea and low-altitude economies [3]

Group 1 - The company Huibo New Materials (SZ 301555) reported a revenue of approximately 1.641 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 76.34% [1] - The net profit attributable to shareholders of the listed company was approximately 60.34 million yuan, showing a significant year-on-year increase of 1222.38% [1]

Major Events - Shanghai Zhiyuan Hengyue Technology completed the tender offer for Shangwei New Materials, acquiring 58.6232% of the shares, with trading resuming on October 30, 2025 [4] - Peking University Pharmaceutical's chairman and president Xu Xiren has been detained for criminal investigation, but the company's control and operations remain normal [5] - China Unicom's chairman Chen Zhongyue resigned due to work adjustments, effective October 29, 2025 [6][7] - CITIC Financial Assets increased its stake in Hangyang Co., Ltd. to 5% through a block trade, reflecting confidence in the company's future [8] - Haoshi Electromechanical's subsidiary plans to invest 232 million yuan in a high-end equipment intelligent manufacturing project [9] - Zhejiang Xiantong's second shareholder Li Qifu plans to invest 130 million yuan in Qiteng Robotics to enhance production capacity [10] - Qianjiang Biochemical's subsidiary has completed a project for bio-pesticide production, with an annual capacity of 3,261 tons [11] - Dongni Electronics will face risk warnings and a one-day suspension due to an administrative penalty [12] - Jindao Technology signed a strategic cooperation agreement with Hangcha Group to develop robotic joint modules [14] Performance Overview - Kweichow Moutai reported Q3 net profit of 19.224 billion yuan, a 0.48% increase year-on-year, with total revenue of 39.064 billion yuan [15] - Huibai New Materials achieved a Q3 net profit of 27.1307 million yuan, a 3066.26% increase year-on-year, with revenue growth of 49.59% [16] - Zangzi Island reported a Q3 net loss of 42.5226 million yuan, with revenue down 19.92% [17] - OFILM reported a Q3 net profit of 40.8235 million yuan, a 411.91% increase year-on-year, with revenue growth of 21.15% [18] - China Rare Earth's Q3 net profit was 30.4752 million yuan, down 26.43% year-on-year, with revenue declining 22.4% [19] - Tianqi Lithium reported a Q3 net profit of 95.4855 million yuan, turning a profit after previous losses [20] - New Yisheng's Q3 net profit was 2.385 billion yuan, a 205.38% increase year-on-year, driven by AI-related sales growth [21] - Industrial Fulian's Q3 net profit increased by 49% year-on-year [22] - CICC's Q3 net profit grew by 130% year-on-year [23] - Tianpu Co., Ltd. reported a Q3 net profit increase of 33% [24] - BlueFocus reported a Q3 net profit of 99.2389 million yuan, a 265.47% increase year-on-year [25] - Ningshui Group's Q3 net profit was 21.7388 million yuan, a 347.57% increase year-on-year [26] - Shoukai Co. reported a Q3 net loss of 3.105 billion yuan [27] - Xiamen Xiangyu's Q3 net profit was 601 million yuan, a 443.17% increase year-on-year [29] - Huaneng Intelligent reported a Q3 net loss of 53.8408 million yuan, a significant decline [30] - Zhongjin Gold's Q3 net profit increased by 39.18% year-on-year [31] - Shandong Gold's Q3 net profit increased by 92% year-on-year [32] - Yahua Group's Q3 net profit was 198 million yuan, a 278.06% increase year-on-year [33] - Western Gold's Q3 net profit increased by 168% year-on-year [34] - Laobai Gan Liquor reported a 28% decline in net profit for the first three quarters [35] - Kaiying Network's Q3 net profit was 633 million yuan, a 34.51% increase year-on-year [36] - Tongchen Beijian reported a Q3 net profit of 171 million yuan, turning a profit from previous losses [37] - Nanshan Holdings' Q3 net profit increased by 203.51% year-on-year [38] - China Merchants Bank's Q3 net profit was 38.842 billion yuan, a 1.04% increase year-on-year [39] - Huahong Technology's Q3 net profit increased by 7111% year-on-year [40] - Fangda Special Steel's Q3 net profit increased by 1368.1% year-on-year [41] Shareholding Changes - WuXi AppTec's controlling shareholder plans to reduce its stake by up to 2% [43] - Hecai Technology's major shareholder Bosch China plans to reduce its stake by up to 3% [44] Major Contracts - China Electric Power Construction signed a contract worth 6.568 billion yuan for a hospital project in Peru [45] - Lanshi Heavy Industry signed a significant contract in the nuclear energy sector worth 581 million yuan [46] - Guoke Military Industry's subsidiary signed a major sales contract worth 466 million yuan [48]