北京市中伦（广州）律师事务所 关于金禄电子科技股份有限公司 相关股东一致行动协议到期终止事宜的 法律意见书 二〇二五年八月 广东省广州市天河区珠江新城华夏路 10 号富力中心 23 楼整层及 31 楼 01、04 单元 邮编： 510623 本法律意见书仅供公司对股东一致行动协议到期相关事宜进行信息披露之 目的使用，不得用作任何其他目的。本所同意将本法律意见书作为公司股东一致 行动协议到期相关事宜必备的法定文件，随其他信息披露文件一并提交深圳证券 Tianhe District Guangzhou, Guangdong 510623, P. R. China 电话/Tel : +86 20 2826 1688 传真/Fax : +86 20 2826 1666 www.zhonglun.com 北京市中伦（广州）律师事务所 关于金禄电子科技股份有限公司 相关股东一致行动协议到期终止事宜的 法律意见书 致：金禄电子科技股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）接受金禄电子科技股份 有限公司（以下简称"公司"或"金禄电子"）的委托，担任公司 2025 年度常年法 律顾问，就公司实际控制人与相关 ...

Core Viewpoint - Huaxin New Materials (300717) has confirmed that its controlling shareholder and concerted parties collectively hold 53.29% of the company's shares, indicating stable control [1] Company Summary - The controlling shareholder and concerted parties of Huaxin New Materials hold a total of 53.29% of the shares, ensuring stable control over the company [1]

Core Viewpoint - The company is facing significant governance issues with its subsidiary Zinitix, which may lead to a loss of control over the subsidiary and potential adverse financial impacts in 2025 [1][2][8]. Group 1: Governance Issues - The company has discovered alleged misconduct by current directors of Zinitix, prompting a request for a temporary shareholders' meeting to elect new directors [1][5]. - The current board of Zinitix is obstructing the election process, and as of the announcement date, the board has not been re-elected [1][2]. - The company is pursuing legal actions in both the United States and South Korea against the involved directors to protect shareholder interests [5][9]. Group 2: Shareholding Structure - Halo Microelectronics International Corporation (HMI) remains the largest shareholder of Zinitix, holding a combined 35.31% stake with its subsidiaries, which grants it veto power over special resolutions [2][8]. - The ongoing disputes with the current board may hinder the company's ability to complete the board re-election in a timely manner, raising the risk of losing control over Zinitix [2][8]. Group 3: Financial Implications - If the company loses control over Zinitix, it will no longer consolidate Zinitix's financials, leading to the termination of goodwill recognition and potential losses, which could significantly impact the company's 2025 financial statements [2][8]. - Zinitix's revenue for the first quarter of 2025 was reported at RMB 48.07 million, accounting for 27.06% of the company's total revenue for that period [8].

Core Viewpoint - The legal opinion letter addresses the inquiry regarding the control and governance structure of Xianfeng Holdings Co., Ltd. in response to the 2024 annual report inquiry letter, emphasizing the importance of understanding the actual control situation and the commitments made by major shareholders [1][2][3]. Group 1: Company Control Structure - As of April 10, 2025, the largest shareholder is Shenzhen Ansheng Zhihua Investment Partnership, holding 19.18% of shares, followed by Xianfeng Holdings Group with 11.05% [5][6]. - The board of directors consists of 7 members, with 4 non-independent directors and 3 independent directors, indicating a significant influence from Xianfeng Group and its affiliates [7][8]. - Ansheng Zhihua has committed to not transferring its shares for 18 months post-acquisition and has waived voting rights for 12 months, which impacts the control dynamics of the company [6][14]. Group 2: Governance and Decision-Making Mechanisms - The company’s governance structure includes a shareholders' meeting, board of directors, and supervisory board, with the shareholders' meeting being the highest authority [9][10]. - The decision-making process requires a majority vote for ordinary resolutions and a two-thirds majority for special resolutions, ensuring that significant decisions reflect shareholder interests [11][12]. - The current management team, including the general manager and financial director, has been confirmed through board resolutions, indicating stability in leadership [10][11]. Group 3: Shareholder Commitments and Future Plans - Ansheng Zhihua has stated that it does not have undisclosed arrangements regarding voting rights and has no plans for share reduction or acquisition in the near future [14][15]. - The firm has not participated in any shareholder meetings or management decisions since acquiring shares, reinforcing its non-involvement in control [14][15]. - The commitments made by Ansheng Zhihua are crucial for maintaining the current governance structure and preventing any abrupt changes in control [14][15].

Core Viewpoint - Tesla CEO Elon Musk expresses the desire to gain sufficient control to prevent being ousted by activist investors [1] Group 1 - Musk's statement highlights concerns regarding the influence of activist investors on corporate governance [1] - The emphasis on control suggests a strategic approach to maintain leadership stability within Tesla [1] - This reflects broader industry trends where companies are increasingly wary of activist investor interventions [1]

Group 1 - Elon Musk plans to continue leading Tesla for at least the next five years, emphasizing that his control is not financially motivated but rather about the company's future [2] - Following Musk's statements, Tesla's stock price rose, reaching $354.57, a 3.6% increase, reflecting investor confidence in his leadership [2] - Musk acknowledged challenges in Tesla's sales, particularly in Europe, but claimed the company has turned the situation around and expects no significant sales shortages [3][4] Group 2 - Musk announced a significant reduction in his political spending, stating he believes he has done enough and currently sees no reason to continue such expenditures [5] - This shift in political engagement may impact the Republican Party, which had relied on Musk's financial support for future elections [5] - Musk defended Tesla against criticisms regarding its brand image, arguing that while the company may have lost some left-leaning consumers, it has gained support from right-leaning consumers [6][7] Group 3 - Musk hinted at the potential for Starlink, his satellite internet service, to go public, which could attract investor interest amid Tesla's competitive pressures [7]

Core Viewpoint - Elon Musk expresses that he is more concerned about maintaining control over Tesla (TSLA.O) than about his personal compensation [1] Group 1 - Musk's focus on control indicates a strategic approach to leadership within Tesla, prioritizing the company's direction over personal financial gain [1] - This perspective may influence investor confidence, as it suggests a commitment to the long-term vision of the company rather than short-term financial incentives [1] - The statement reflects Musk's ongoing influence and decision-making power within Tesla, which could impact the company's operational strategies and governance [1]

Core Viewpoint - Dalian Shengya Tourism Holdings Co., Ltd. reported a significant decline in net profit for the year 2024, transitioning from profit to loss due to project suspensions and litigation disputes [2][11]. Financial Performance - In 2024, Dalian Shengya achieved revenue of 505 million yuan, a year-on-year increase of 7.93%, but reported a net loss attributable to shareholders of 70 million yuan, a drastic decline of 304.16% [11]. - The company's net profit after deducting non-recurring items was 21 million yuan, down 64.08% year-on-year [11]. - In the first quarter of 2025, both revenue and net profit continued to decline, with a net loss of 8 million yuan, a year-on-year decrease of 738.54% [11]. Cost Structure - Sales expenses increased by 7.59% to 38.94 million yuan, management expenses rose by 40.86% to 105 million yuan, and financial expenses surged by 55.64% to 50.99 million yuan [11][12]. - The increase in sales expenses was attributed to higher advertising investments, while management expenses were impacted by legal fees and costs related to suspended projects [12]. Shareholder and Control Issues - The major shareholder, Xinghaiwan Investment, holds 30.95 million shares, representing 24.03% of Dalian Shengya, but has repeatedly stated it is not the controlling shareholder [4][7]. - The board member Wu Jian expressed concerns about the authenticity of the annual report, indicating that Xinghaiwan Investment is merely a major shareholder and not a controlling one [5][6]. - Since 2020, Xinghaiwan Investment has consistently claimed it does not have control over Dalian Shengya, despite being the largest shareholder [7][9]. Governance and Board Composition - As of now, only one representative from Xinghaiwan Investment remains on the board of Dalian Shengya, indicating a reduction in their influence [10]. - The company has faced inquiries from the stock exchange regarding the control structure and the validity of the board's composition [7][8].

Core Viewpoint - Dalian Shengya Tourism Holdings Co., Ltd. reported a significant decline in net profit for the year 2024, transitioning from profit to loss due to various factors including project suspensions and litigation disputes [2][12]. Financial Performance - In 2024, Dalian Shengya achieved revenue of 505 million yuan, a year-on-year increase of 7.93%, but reported a net loss attributable to shareholders of 70 million yuan, a drastic decline of 304.16% [12]. - The company's net profit after deducting non-recurring items was 21 million yuan, down 64.08% year-on-year [12]. - In the first quarter of 2025, both revenue and net profit continued to decline, with a net loss of 8 million yuan, a year-on-year decrease of 738.54% [12]. Shareholder and Control Issues - Star Sea Bay Investment Co., Ltd. is identified as the largest shareholder of Dalian Shengya, holding 30.95 million shares, which accounts for 24.03% of the total shares [4]. - The legal representative of Star Sea Bay Investment is Wu Jian, who also serves as a non-independent director of Dalian Shengya. Wu Jian expressed concerns about the authenticity of the 2024 annual report, stating that Star Sea Bay is merely a major shareholder and not the controlling shareholder [5][6]. - Since 2020, Star Sea Bay Investment has repeatedly stated that it does not hold controlling power over Dalian Shengya, despite being the largest shareholder [7][8]. Governance and Board Composition - The representation of Star Sea Bay Investment on Dalian Shengya's board has diminished, with only Wu Jian remaining as a director after previous representatives left their positions [11]. - The company has faced inquiries from the stock exchange regarding the control structure and the influence of Star Sea Bay Investment on major decisions, with the latter asserting that it cannot influence significant resolutions due to its voting power [9][10]. Cost and Expense Analysis - Dalian Shengya's selling expenses increased by 7.59% to 38.94 million yuan, while management expenses rose by 40.86% to 105 million yuan, and financial expenses surged by 55.64% to 50.99 million yuan [13]. - The increase in expenses is attributed to higher advertising costs, legal fees related to ongoing litigation, and interest expenses from suspended projects [13].