国浩律师（上海）事务所 关于 苏州天沃科技股份有限公司 2025 年第二次临时股东会 之 法律意见书 国浩律师（上海）事务所 关于苏州天沃科技股份有限公司 2025 年第二次临时股东会 之法律意见书 上海市静安区山西北路 99 号苏河湾中心 MT 25-28 层 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5243 3320 网址/Website: http://www.grandall.com.cn 二〇二五年十一月 国浩律师(上海)事务所 法律意见书 公司本次股东会由董事会召集，并已于2025年10月31日召开的第四届董事会 第七十五次会议审议通过关于召开本次股东会的议案。 经本所律师核查，公司在本次股东会召开十五日前刊登了《会议通知》，本 次股东会召开的实际时间、地点、方式、会议审议的议案与《会议通知》公告内 容一致。本次股东会的召集、召开程序、召集人资格符合公司法律、法规、《股 东会规则》及《 ...

证券代码：002564 证券简称：天沃科技 公告编号：2025-055 苏州天沃科技股份有限公司 2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 特别提示： 1．本次股东会不存在议案被否决。 2．本次股东会不涉及变更以往股东会已通过的决议。 3．会议方式：本次股东会采取现场投票和网络投票相结合的方式。 4．会议程序和决议内容符合《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）和《苏州天沃 科技股份有限公司章程》的有关规定。 5．出席本次会议的股东及股东代表共计 417 人，代表股份 274,934,594 股， 占上市公司总股份的 32.0099%。 通过网络投票的股东 415 人，代表股份 26,475,780 股，占公司有表决权股份 总数的 3.0825%。 公司现场出席股东会的股东及股东代表共 2 人，代表股份 248,458,814 股， 1 一、会议召开和出席情况 1．通知及召开时间： 苏州天沃科技股份有限公司 2025 年第二次临时股东会于 2025 年 ...

Core Insights - The professional engineering sector saw an increase of 0.99% on November 13, with Sanwei Chemical leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Summary of Key Points Performance of Leading Stocks - Sanwei Chemical (002469) closed at 9.26, up 6.81%, with a trading volume of 635,000 shares and a transaction value of 587 million yuan [1] - Aiman Co. (605289) closed at 69.93, up 6.16%, with a trading volume of 46,200 shares and a transaction value of 318 million yuan [1] - Yongfu Co. (300712) closed at 31.58, up 4.29%, with a trading volume of 152,900 shares and a transaction value of 477 million yuan [1] - Donghua Technology (002140) closed at 12.97, up 3.93%, with a trading volume of 305,000 shares and a transaction value of 395 million yuan [1] - Baili Technology (6568209) closed at 7.50, up 3.02%, with a trading volume of 274,900 shares and a transaction value of 205 million yuan [1] Performance of Declining Stocks - Nenghui Technology (301046) closed at 29.01, down 3.04%, with a trading volume of 62,400 shares and a transaction value of 183 million yuan [2] - China Haicheng (002116) closed at 11.48, down 2.63%, with a trading volume of 621,400 shares and a transaction value of 705 million yuan [2] - Jinggong Steel Structure (600496) closed at 4.45, down 1.33%, with a trading volume of 567,700 shares and a transaction value of 252 million yuan [2] Capital Flow Analysis - The professional engineering sector experienced a net outflow of 418 million yuan from main funds, while retail funds saw a net inflow of 128 million yuan [2]

Core Points - The Shanghai Composite Index is at 4008.92 points with a change of 0.22%, and the total trading volume of A-shares is 894.89 billion yuan [1]. Group 1: Stock Performance - 86 A-shares have seen their 5-day moving average cross below the 10-day moving average, indicating potential bearish trends [1]. - Among the stocks with significant distance between the 5-day and 10-day moving averages, Zhongheng Electric, Xiechuang Data, and Weichai Heavy Machinery have the largest discrepancies of -2.08%, -1.40%, and -1.21% respectively [1]. Group 2: Individual Stock Data - Zhongheng Electric (002364) has a current price of 23.90 yuan, down 1.19% today, with a 5-day moving average of 24.76 yuan and a 10-day moving average of 25.29 yuan, showing a distance of -2.08% [1]. - Xiechuang Data (300857) is trading at 151.74 yuan, up 0.30% today, with a 5-day moving average of 158.18 yuan and a 10-day moving average of 160.42 yuan, indicating a distance of -1.40% [1]. - Weichai Heavy Machinery (000880) has a current price of 28.35 yuan, down 0.53% today, with a 5-day moving average of 29.41 yuan and a 10-day moving average of 29.77 yuan, showing a distance of -1.21% [1].

Core Insights - Hydrogen energy has gained significant attention from both policy and capital markets, being recognized as a "future industry" in the recent government planning document [1][9] - The industry is transitioning from a policy-driven model to a dual-driven model of policy and market, indicating a critical turning point for hydrogen energy development [2] - The concept of "long-termism" is emphasized as a key strategy for the sustainable growth of the hydrogen energy sector [5][10] Industry Development - The hydrogen energy industry is entering a golden five-year period characterized by collaborative upgrades across the entire supply chain, including production, storage, transportation, application, and research [1] - By the end of 2024, national hydrogen production capacity is expected to exceed 50 million tons per year, with a year-on-year growth of approximately 1.6% [2] - Technological breakthroughs are ongoing, with significant advancements in key areas of the hydrogen energy supply chain, such as the first solid oxide electrolysis hydrogen production facility by Sinopec [2] Market Performance - Several hydrogen energy companies have reported substantial profit increases in the first three quarters of 2025, with 34 companies showing over 100% year-on-year growth in net profit [3] - Notably, five companies achieved profit growth exceeding 500%, indicating strong market performance and investor interest [3] Challenges and Opportunities - The hydrogen industry faces challenges in ensuring long-term stability and economic viability across the entire supply chain, despite strong policy support [4] - The green hydrogen sector is encountering dual challenges of high production costs and limited market penetration, particularly in industrial applications [5][6] - The successful implementation of projects like the Hebei Wuan Huafeng clean energy project demonstrates the potential for small-scale commercial operations to create a closed-loop business model [7][8] Future Outlook - The recent government recommendations highlight hydrogen energy as a strategic priority, providing clear direction and policy support for future development [9] - The industry is encouraged to focus on quality improvements and long-term operational stability, with ongoing efforts to promote hydrogen storage and liquid hydrogen technologies [10] - Collaboration among industry players is essential to avoid detrimental competition and foster a win-win scenario for the hydrogen energy sector [11]

Group 1 - Huayang Intelligent's shareholder, Fosun Weiying, plans to reduce its stake by up to 285.42 million shares, representing no more than 5% of the company [1] - Kangtai Biological's controlling shareholder's concerted actor, Du Xinglian, intends to reduce its stake by up to 272.4 million shares, which is no more than 0.24% of the total share capital [2] - Mindray Medical has submitted an application for H-share issuance and listing on the Hong Kong Stock Exchange [4] Group 2 - Junpu Intelligent's chairman, Liu Yuan, resigned for personal reasons, and Wang Jianfeng was elected as the new chairman [6] - Mingchen Health's actual controller and executives plan to collectively reduce their stake by up to 8.61 million shares, accounting for 3.27% of the total share capital [7] - Zhongheng Design's directors and executives plan to reduce their stake by up to 151.57 million shares, representing no more than 0.55% of the total share capital [9] Group 3 - ST Erya and its actual controller, Zheng Jiping, are still under investigation by the China Securities Regulatory Commission [10] - Qicai Chemical's shareholder, Beijing Fengyan, plans to reduce its stake by up to 399.12 million shares, accounting for 0.98% of the total share capital [11] - Aier Eye Hospital plans to distribute a cash dividend of 0.8 yuan per 10 shares to all shareholders, totaling approximately 744 million yuan [12] Group 4 - Meiri Interactive's actual controller's concerted actor plans to reduce its stake by up to 394.74 million shares, which is 1% of the total share capital [13] - Maipu Medical's pre-IPO shareholder plans to reduce its stake by up to 67.05 million shares, representing no more than 1% of the total share capital [15] - Qinchuan Machine Tool's subsidiary plans to increase its registered capital from 50 million yuan to 200 million yuan, introducing new investors [17] Group 5 - Guiyang Bank's proposed director, Yu Rui, has resigned due to work reasons [19] - Guiyang Bank plans to acquire Xifeng Development Village Bank and establish a branch [20] - Aojing Medical's directors and executives plan to collectively reduce their stake by up to 25.28 million shares, accounting for no more than 0.19% of the total share capital [21] Group 6 - Zhongji Xuchuang intends to issue H-shares and list on the Hong Kong Stock Exchange [22] - ST Huatuo's stock will have its risk warning lifted, changing its name to Shiji Huatuo [25] - *ST Gaohong's stock has been delisted from the Shenzhen Stock Exchange [27] Group 7 - Tianwo Technology plans to publicly transfer a 7.12% stake in Qinghai Haihe Railway Transportation Co., with an assessed value of approximately 8.54 million yuan [28] - Xingye Technology's major shareholder plans to reduce its stake by up to 886.65 million shares, representing no more than 3% of the total share capital [29] - Jiangnan Chemical has successfully acquired 100% equity of Chongqing Shun'an Explosive Materials Co., with a transfer base price of 1 billion yuan [31]

Group 1 - Tianwo Technology (SZ 002564) announced on November 10 that its fourth board meeting was held via communication, where the proposal to sell equity in Qinghai Haihe was reviewed [1] - As of the report, Tianwo Technology has a market capitalization of 7.6 billion yuan [1] Group 2 - The chairman of Peking University Pharmaceutical, Xu Xiren, was arrested, and prior to this, police had investigated the group's factory [1] - Internal sources indicated that the group's assets were disposed of by Xu, with a significant amount of funds unaccounted for [1]

Core Viewpoint - Tianwo Technology (002564.SZ) plans to publicly transfer its 7.1173% stake in Qinghai Haihe Railway Transportation Co., Ltd. through the Shanghai United Assets and Equity Exchange, with an assessed value of 8.5376 million yuan as of June 30, 2025 [1] Group 1 - The company currently holds a 7.1173% equity stake in Qinghai Haihe [1] - The stake's asset valuation is based on an assessment by a third-party evaluation agency [1] - The company has completed the necessary state-owned asset registration procedures for the transfer [1]

Core Viewpoint - Tianwo Technology (002564) plans to publicly transfer its 7.1173% stake in Qinghai Haihe Railway Transportation Co., Ltd. through the Shanghai United Assets and Equity Exchange, with an asset valuation of 8.5376 million yuan as of June 30, 2025 [1] Group 1 - The company currently holds a 7.1173% equity stake in Qinghai Haihe [1] - The asset valuation of the stake is determined to be 8.5376 million yuan based on a third-party evaluation [1] - The company has completed the necessary state-owned asset registration procedures for the transfer [1]

Core Viewpoint - Tianwo Technology announced the intention to publicly transfer its 7.1173% stake in Qinghai Haihe through the Shanghai United Assets and Equity Exchange, with an assessed value of 8.5376 million yuan as of June 30, 2025 [1] Group 1: Company Actions - The company has completed the state-owned asset registration for the stake transfer [1] - Qinghai Xinheng Aluminum has waived its right of first refusal, while Qinghai Qingzang Railway Logistics has not [1] Group 2: Financial Performance - For the first half of 2025, Qinghai Haihe reported revenue of 6.5931 million yuan and a net loss of 2.8318 million yuan [1] Group 3: Strategic Implications - If the transaction is successful, it will help the company to revitalize its assets and focus on its core business, with the final profit and loss yet to be determined [1]