法律意见书 浙江天册律师事务所 关于 中策橡胶集团股份有限公司 法律意见书 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 法律意见书 编号：TCYJS2025H1076 号 致：中策橡胶集团股份有限公司 浙江天册律师事务所（以下简称"本所"）接受中策橡胶集团股份有限公司 （以下简称"中策橡胶"或"公司"）的委托，指派本所律师参加公司 2025 年第 （以下简称"《证券法》"）、 一次临时股东大会，并根据《中华人民共和国证券法》 《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。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人 员的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对 会议所审议的议案内容和该等议案中所表述的事实或数据的真实性和准确性 发表意见。 法律意见书 浙江天册律师事务所 关于 中策橡胶集团股份有限公司 本法律意见书仅供公司 2025 年第一次临时股东大会 ...

Group 1 - Two new stocks were issued today: Jiyuan Group issued 50.01 million shares at a price of 10.88 yuan, raising 544 million yuan; Shanda Electric issued 40.72 million shares at a price of 14.66 yuan, raising 597 million yuan [1] - As of July 14, a total of 52 companies have gone public this year, raising a cumulative amount of 55.755 billion yuan, with an average fundraising of 1.072 billion yuan per company [1] - The distribution of fundraising amounts shows that 11 companies raised over 1 billion yuan, with one company exceeding 10 billion yuan, while 22 companies raised between 500 million and 1 billion yuan, and 19 companies raised less than 500 million yuan [1] Group 2 - Huadian New Energy is the company with the highest fundraising this year, raising 15.801 billion yuan primarily for wind and solar power projects and working capital [2] - Other notable fundraisers include Zhongce Rubber with 4.066 billion yuan, and Tianyouwei, C Yitang, and Yingshi Innovation raising 3.740 billion yuan, 2.497 billion yuan, and 1.938 billion yuan respectively [2] - The average initial public offering price this year is 23.31 yuan, with four companies priced above 50 yuan, the highest being Tianyouwei at 93.50 yuan [2] Group 3 - The majority of new stock issuances this year are concentrated in Jiangsu, Guangdong, and Zhejiang, with 12, 10, and 10 companies respectively [2] - The top three provinces in terms of fundraising amounts are Fujian, Zhejiang, and Guangdong, raising 15.801 billion yuan, 9.693 billion yuan, and 7.299 billion yuan respectively [2]

Core Insights - In the first half of 2025, 73 Chinese companies with VC/PE backgrounds successfully went public, achieving an IPO penetration rate of 55.73% for VC/PE institutions [5][14][23] - CICC led the IPO performance by participating in 7 companies, followed by Sequoia China with 6, and Huajin Capital and Junlian Capital with 5 each [5][6] - The total exit return for VC/PE institutions reached 105.76 billion yuan, with an average return multiple of 3.83 times [10][14] Group 1: IPO Performance Analysis - The advanced manufacturing sector had the highest number of IPOs at 16, while the electronic information sector generated the highest exit return of 27.39 billion yuan [10][13] - The Hong Kong Stock Exchange's main board recorded the highest exit return of 58.20 billion yuan [15][16] - In June 2025, the exit return peaked at 34.9 billion yuan, while April saw the highest average return multiple of 9.11 times [10][14] Group 2: Market Trends - The total number of IPOs in the first half of 2025 reached 131, with a total fundraising amount of 130.1 billion yuan, marking a year-on-year increase of 35.05% [25][27] - The Hong Kong Stock Exchange led in both IPO numbers and fundraising amounts, with 40 IPOs raising 86.73 billion yuan [27][29] - The North Exchange had the highest first-day price increase, with 25 companies experiencing a price surge of over 100% [32][33] Group 3: Sector and Regional Analysis - The energy and mining sector saw the highest fundraising amounts, while the consumer sector experienced a significant increase in IPO numbers, doubling compared to the previous year [63][64] - Zhejiang province led in the number of IPOs with 24, while Fujian province topped in fundraising with 33.69 billion yuan [69][72] - The consumer sector's IPO numbers increased by 11, while the medical health sector saw an increase of 9 [63][64] Group 4: Notable IPO Cases - Notable IPOs included Insta360, which achieved a first-day return of 853 times, and Circle, which saw a return of several dozen times on its first day [20][22] - The tea brand Bawang Chaji went public on NASDAQ, with XVC's investment yielding over 100 times return [20][22] - The top five IPOs by fundraising in the first half of 2025 included Ningde Times, Haitian Flavoring, and Heng Rui Medicine, with amounts exceeding 32.78 billion yuan, 9.26 billion yuan, and 9.08 billion yuan respectively [80][82]

Investment Rating - The report maintains a positive outlook on the chemical industry, with specific buy and hold recommendations for various companies [2][20]. Core Insights - The report highlights the closure of Dow's organic silicon production capacity in Barry, UK, which is expected to increase domestic export demand and support the upstream industrial silicon costs, indicating a potential reversal in the organic silicon industry [4][5]. - The demand for high-end AI PCBs is projected to surge due to the continuous growth in computing power requirements, driven by GPU, ASIC, and 800G switch technologies [4]. - The report notes that the recent tariff announcements from the US on imports from Southeast Asia are lower than expected, stabilizing pessimistic market sentiments [4]. Industry Dynamics - The macroeconomic outlook for the chemical industry indicates a significant increase in oil supply led by non-OPEC countries, with a stable global GDP growth rate of 2.8% [5]. - The report mentions that coal prices are expected to decline in the medium to long term, alleviating pressure on downstream sectors [5]. - Natural gas exports from the US are anticipated to accelerate, potentially lowering import costs [5]. Company Recommendations - Companies to watch in the organic silicon sector include Dongyue Silicon Materials, Xin'an Chemical, and Xingfa Group [4]. - In the PCB sector, recommended companies include Shengquan Group, Dongcai Technology, Lianrui New Materials, Yake Technology, Tiancheng Technology, and Jiuri New Materials [4]. - For traditional cyclical stocks, the report suggests focusing on leading companies in various segments such as Wanhu Chemical, Hualu Hengsheng, and Baofeng Energy [4]. Price Trends - The report provides specific price movements for various chemical products, such as PTA prices decreasing by 2.8% to 4715 RMB/ton, while MEG prices increased by 0.7% to 4409 RMB/ton [11]. - Urea prices rose by 2.9% to 1800 RMB/ton, while phosphate prices remained stable [12]. - The report notes that the price of DMC increased by 1.9% to 11000 RMB/ton, indicating a recovery in the organic silicon market [15].

Group 1: Company Overview and Strategy - The company’s history, development strategy, and main business were introduced by the Secretary of the Board, Li Bin [2] - The company has seen significant growth in TPMS product performance, primarily driven by overseas markets due to technological accumulation and channel development [2] Group 2: Product Performance and Market Insights - In Q1 2025, the growth in TPMS product performance was mainly attributed to the overseas market, while domestic market growth is expected to take time due to the lack of strong standards for aftermarket installations [2] - The company’s self-developed cloud sensor system is being fully promoted in the domestic market, gradually increasing coverage in repair shops [2] Group 3: Competitive Advantages - The company’s NLP technology reduces sensor power consumption and offers advantages in miniaturization and lightweight design, facilitating installation and maintenance [2] - The company has established deep partnerships with well-known overseas fleet service providers, directly serving major clients like Amazon and Coca-Cola [2] Group 4: Collaborations and Future Directions - The company has a long-standing supplier relationship with Zhongce Rubber, primarily providing valve seats [2] - The collaboration with Zhejiang University focuses on intelligent trailer systems and MEMS thermal conductive hydrogen sensors for new energy vehicles, currently in the feasibility study phase [2]

Core Insights - As of July 10, 147 A-share listed companies have forecasted their first-half performance, with 129 companies expecting profits [1] - Among these, 19 companies, including Foxconn Industrial Internet Co., Ltd. (Industrial Fulian), anticipate a net profit attributable to shareholders exceeding 1 billion yuan [1] - Industrial Fulian leads in net profit scale, projecting a net profit of 11.958 billion to 12.158 billion yuan for the first half, representing a year-on-year growth of 36.84% to 39.12% [1] Group 1: Company Performance - Industrial Fulian's cloud computing business experienced rapid growth in Q2, with overall revenue increasing by over 50% year-on-year [2] - AI server revenue surged by over 60% compared to the same period last year, while revenue from cloud service provider servers increased by more than 150% [2] - The revenue from 800G switches reached three times the total for the entire year of 2024, driven by rising AI demand [2] Group 2: Other Companies' Performance - Other companies such as Muyuan Foods, Luxshare Precision, Shanghai Pharmaceuticals, and Zhejiang Xinheng are expected to have a net profit attributable to shareholders exceeding 3 billion yuan for the first half [3] - Companies like Yunnan Aluminum, Zhejiang Huayou Cobalt, and Guangdong Haida Group are projected to have net profits exceeding 2 billion yuan [3] - Companies including Zhejiang Juhua, Sanhua Intelligent Control, and TCL Technology are expected to report net profits exceeding 1 billion yuan [3] Group 3: Profit Growth - Datang Huayin Power is expected to have the highest year-on-year profit growth, projecting a net profit of 180 million to 220 million yuan, an increase of 175 million to 215 million yuan compared to the previous year [3] - Several companies, including Shandong Xianda Agricultural Chemicals and China Northern Rare Earth, anticipate a year-on-year net profit growth exceeding 100% [4] - The market is shifting focus towards fundamental verification as half-year performance reports are released, marking the start of the half-year report market trend [4]

Group 1 - The current trend of newly listed stocks has re-emerged since September 2024, with the Wind New Stock Index showing a significant upward trend after a period of relative stability [2][12][15] - Fund holdings in newly listed stocks are relatively low, indicating a potential for significant future increases as funds have been under-allocated in this sector [14][15] - The performance of newly listed stocks is closely correlated with improvements in China's economic outlook, particularly in relation to the United States [20][21] Group 2 - Newly listed stocks benefit from the "era dividend" associated with current IPOs, reflecting strong growth potential and alignment with new economic policies [3][24] - The newly listed stock index is characterized by a diverse industry distribution, reducing exposure to risks associated with any single sector [24][27] Group 3 - The existing Wind New Stock Index lacks the characteristics of a truly investable index due to high turnover and frequent rebalancing [28][29] - A new index, the Open Source New Stock Index, has been developed to better capture the "era dividend" by including stocks listed for less than six years, thus stabilizing the index and enhancing its investment significance [30][31] Group 4 - The Open Source Strategy Selected New Stock Strategy has been constructed by integrating financial and technical indicators, achieving a cumulative return of 980.32% since April 2010, with an annualized return of 16.89% [5][36][41] - The performance of the new stock financial portfolio has significantly outperformed benchmarks, demonstrating its effectiveness in generating alpha [38][41]

Core Viewpoint - The new stock market has shifted from a "three highs" issuance model (high issuance price, high issuance P/E ratio, high oversubscription) to a "three lows" model (low issuance price, low issuance P/E ratio, low oversubscription) in the first half of the year, leading to a positive impact on the market [1][3][4]. Group 1: New Stock Market Trends - In the first half of the year, no new stocks experienced a decline in price after listing, resulting in a significant profit effect from new stock subscriptions, with 41 stocks showing a profit exceeding 10,000 yuan per subscription, accounting for 80% [1][9]. - The average issuance P/E ratio for new stocks has decreased significantly, with 51 new stocks listed at an average P/E ratio of 18.83 times, down from 22.87 times in the same period last year [3][7]. - The highest issuance P/E ratio among new stocks was 441.18 times for Kangxi Communication, while the lowest was 6.14 times for Haibo Sichuang, indicating a narrowing range of P/E ratios [3][4]. Group 2: Subscription and Oversubscription - The average subscription rate for new stocks has dropped significantly, with the average online subscription rate at 0.0289%, about half of last year's average [12][15]. - The total fundraising amount for new stocks in the first half of the year was 37.721 billion yuan, an increase from 32.493 billion yuan in the same period last year, but the oversubscription situation has decreased [16][20]. - Only 11 new stocks experienced oversubscription, representing 21.57% of the total, compared to 40.91% in the previous year [20]. Group 3: Regulatory Changes and Support for Unprofitable Companies - The China Securities Regulatory Commission (CSRC) has introduced new regulations to enhance the quality of listed companies and strictly regulate the use of raised funds, emphasizing that oversubscription funds should not be used for permanent working capital or repaying bank loans [17][18]. - Recent policies have been favorable for unprofitable companies seeking to go public, with the introduction of a third set of standards for the ChiNext board to support high-quality unprofitable innovative enterprises [23][24]. - In June, 5 out of 18 newly accepted IPOs on the Sci-Tech Innovation Board were unprofitable companies, indicating a growing acceptance of such firms in the capital market [24].

Core Viewpoint - The new stock market has shifted from a "three highs" issuance model (high issuance price, high P/E ratio, high oversubscription) to a "three lows" model (low issuance price, low P/E ratio, low oversubscription), which has improved the investment environment and reduced risks for investors [1][3][22]. Summary by Sections New Stock Market Trends - In the first half of the year, the new stock market showed a trend of low issuance prices, low P/E ratios, and low oversubscription, contrasting with previous years' high-risk environment [1][3]. - No new stocks experienced a price drop on their debut, indicating a positive market sentiment [8][9]. Issuance Price and P/E Ratio - The average issuance P/E ratio for new stocks in the first half of 2025 was 18.83 times, down from 22.87 times in the same period last year [3][4]. - Among 51 newly listed companies, 40 had a P/E ratio not exceeding 23 times, accounting for 78.43% [3][4]. - The highest P/E ratio was 42.64 times for Shengke Nano, while the lowest was 6.14 times for Haibo Sichuang [3][4]. Subscription and Profitability - The average subscription rate for new stocks has significantly decreased, with the average online subscription rate in the first half of 2025 at 0.0289%, about half of last year's average [14][15]. - Despite the low subscription rates, 41 new stocks had a profit of over 10,000 yuan per subscription, representing 80% of the total [9][13]. Fundraising and Oversubscription - The total fundraising amount for new stocks in the first half of 2025 was 37.721 billion yuan, an increase from 32.493 billion yuan in the same period last year [17]. - The number of new stocks with oversubscription decreased to 11, accounting for 21.57% of the total, compared to 40.91% in the previous year [19]. Regulatory Changes and Support for Unprofitable Companies - The China Securities Regulatory Commission (CSRC) has introduced new rules to regulate the use of raised funds, emphasizing that oversubscribed funds should not be used for permanent working capital or repaying bank loans [18][19]. - New policies have been released to support unprofitable companies in going public, with a notable increase in the acceptance of unprofitable firms for IPOs [22][23].

Core Viewpoint - The company announced a cash dividend distribution of 1.3 RMB per share (before tax), totaling approximately 1.137 billion RMB, approved at the annual shareholders' meeting on June 30, 2025 [1]. Dividend Distribution Plan - The cash dividend of 1.3 RMB per share will be distributed based on a total share capital of 874,485,598 shares [1]. - The dividend distribution will be executed for all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, after the market closes on the record date [1]. Relevant Dates - The record date for the dividend is July 15, 2025, with the ex-dividend date and the last trading date being July 16, 2025 [6]. Taxation Policies - For individual shareholders holding unrestricted shares for over one year, the dividend income is exempt from personal income tax, resulting in a net cash dividend of 1.3 RMB per share [3]. - For shares held for less than one year, the tax will be calculated upon the transfer of shares, with a maximum effective tax rate of 20% for holdings of one month or less [3]. - For shareholders with restricted shares, the effective cash dividend after tax will be 1.17 RMB per share due to a 10% withholding tax [4]. - For Qualified Foreign Institutional Investors (QFII), a 10% withholding tax will also apply, resulting in a net cash dividend of 1.17 RMB per share [7]. Contact Information - For inquiries regarding the dividend distribution, shareholders can contact the Board Office at 0571-86755896 [5].