国浩律师（深圳）事务所 关 于 江苏本川智能电路科技股份有限公司 向不特定对象发行可转换公司债券 之 补充法律意见书（一） 深圳市深南大道 6008 号特区报业大厦 42、41、31DE 邮编：518034 电话/Tel: (+86)(755) 8351 5666 传真/Fax: (+86)(755) 8351 5333 网址/Website:http://www.grandall.com.cn 二〇二五年八月 国浩律师（深圳）事务 （一） 国浩律师（深圳）事务所 补充法律意见书（一） 国浩律师（深圳）事务所 关于江苏本川智能电路科技股份有限公司 向不特定对象发行可转换公司债券之 补充法律意见书（一） 致：江苏本川智能电路科技股份有限公司 国浩律师（深圳）事务所受江苏本川智能电路科技股份有限公司（下称"本 川智能"或"公司"）的委托，担任本川智能申请股票向不特定对象发行可转换 公司债券（下称"本次发行"）的特聘专项法律顾问。本所律师根据《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》"）、《上市公司证券发行注册管理办法》（以下简称"《注 册管理办法》"）等 ...

国元证券股份有限公司 关于中达安股份有限公司 之 发行保荐书 保荐人（主承销商） （安徽省合肥市梅山路 18 号） 二〇二五年八月 声 明 国元证券股份有限公司（以下简称"国元证券""保荐机构""本保荐机构" 或"保荐人"）接受中达安股份有限公司（以下简称"中达安""发行人"或"公 司"）委托，担任其向特定对象发行股票的保荐机构，为本次发行出具发行保荐 书。 保荐机构及指定的保荐代表人根据《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》"）、《上市 公司证券发行注册管理办法》（以下简称"《注册管理办法》"）、《〈上市公 司证券发行注册管理办法〉第九条、第十条、第十一条、第十三条、第四十条、 第五十七条、第六十条有关规定的适用意见——证券期货法律适用意见第 18 号》 （以下简称"《适用意见第 18 号》"）等有关法律、法规和中国证券监督管理 委员会（以下简称"中国证监会"）、深圳证券交易所（以下简称"深交所"） 的有关规定，诚实守信，勤勉尽责，严格按照依法制订的业务规则、行业执业规 范和道德准则出具发行保荐书，并保证所出具文件的真实性、准确性和完整性。 若 ...

Core Viewpoint - The recent increase in stakes by China Ping An in China Life and China Pacific Insurance reflects a strategic move towards financial investments, aligning with the trend of insurance capital entering the equity market for long-term gains [1][3][5]. Group 1: Investment Activities - On August 12, China Ping An increased its holdings in China Life H-shares by 9.5 million shares at a price of HKD 22.41 per share, totaling HKD 213 million [1]. - Following this transaction, China Ping An's stake in China Life H-shares rose from 4.91% to 5.04%, triggering a mandatory disclosure [2]. - Additionally, on August 11, China Ping An purchased 1.7414 million shares of China Pacific Insurance H-shares at an average price of HKD 32.07 per share, amounting to HKD 55.88 million, increasing its stake from 4.98% to 5.04% [3]. Group 2: Market Context and Analysis - The increase in stakes is viewed as a financial investment strategy, indicating a shift to include insurance stocks in high-dividend configurations similar to bank stocks, supported by improved fundamentals in the insurance sector [3]. - The insurance industry is expected to benefit from multiple catalysts, including a surge in short-term premium income, narrowing interest margin risks, and improved investment return expectations [3]. - The number of stake increases by insurance capital has reached 27 this year, surpassing the total of 20 for the entire previous year, indicating a growing trend [5]. Group 3: Preference for Bank Stocks - China Ping An is also actively acquiring bank stocks, having reached a 15% stake in Postal Savings Bank H-shares, which also triggered a disclosure requirement [4]. - Bank stocks are favored due to their relatively stable performance and consistent dividends, aligning with the long-term, value-oriented investment strategy of insurance capital [5]. - Current valuations of bank stocks remain low historically, with attractive dividend yields, which are likely to continue drawing in long-term incremental capital [5].

【导读】中国平安再度举牌保险股，对中国人寿H股持股比例增至5.04% 中国基金报记者吴君 近年来罕见，一家保险公司连续举牌两家"同行"。 港交所资料显示，8月12日，中国平安继续增持中国人寿H股，持股比例达到5.04%，触发举牌。此前一天，中国平安刚刚举牌了中国太保H股。 业内人士表示，这是时隔六年再次出现险企举牌同行公司的行为。背后说明其对自身保险行业的看好和信心，同时也有财务方面的考量。 平安系近期两次举牌保险股 记者查询港交所网站发现，中国平安保险（集团）股份有限公司于8月12日以每股22.4072港元的价格买入中国人寿H股股票950万股，合计耗资约2.13亿港 元。由此，其对中国人寿的持股数量达到3.75亿股，持股比例为5.04%。按照港交所市场规则，已经触发举牌。 | 股份代号: | 02628 | | --- | --- | | 上市法团名称: | 中国人寿保险股份有限公司 - H股 | | 日期(日/月/年): | 15/08/2024 - 15/08/2025 | | 表格序号 | 大股东/董事/最高行政人员名称 作出披露的 买入 / 卖出或涉及的股 每股的平均价 | | | 持有权益的股份数 ...

Core Viewpoint - Ningbo Xingyuan Zhuomei Technology Co., Ltd. is responding to the inquiry letter regarding its application for issuing convertible bonds, providing detailed explanations on various financial metrics and operational strategies. Financial Performance - The company's main business revenue for the reporting periods was 214.68 million, 265.98 million, 171.15 million, 53.23 million, and 55.12 million, with net profits of 53.65 million and a growth rate of 30.98% [1]. - The company's inventory values at the end of each reporting period were 49.93 million, 62.45 million, and 71.77 million, with an asset-liability ratio of 7.88% as of September 30, 2024 [1]. Cash Flow Analysis - The net cash flow from operating activities was consistently lower than net profit, with discrepancies attributed to inventory changes and non-cash expenses [2][3]. - The company experienced a significant increase in accounts receivable, impacting cash flow negatively, particularly in 2022 [2]. Gross Margin Fluctuations - The fluctuation in gross margin was influenced by the prices of magnesium and aluminum alloy raw materials, with sensitivity analysis indicating that a 10% change in raw material prices could affect gross margins by approximately 2.04% to 2.85% [4][5]. - The gross margin for magnesium alloy die-casting products was significantly affected by raw material price increases, leading to a decrease in profitability in 2022 [3][4]. Pricing Mechanisms - The company employs a pricing strategy based on cost-plus and market quotations, with adjustments made for raw material price fluctuations and other factors [6][7]. - There are annual price reduction clauses in place for certain products, with reductions ranging from 10.19% to 35.87% over the years [8][9]. Competitive Position - Compared to industry peers, the company's gross margin for die-casting products remains higher, attributed to its focus on magnesium alloy products and a smaller competitive landscape [4][5]. - The company has maintained a competitive edge in the magnesium alloy sector due to its long-standing expertise and strategic partnerships with suppliers [6][7]. Risk Management Strategies - The company has implemented measures to mitigate the impact of raw material price volatility, including optimizing inventory management and establishing strategic supplier relationships [5][6]. - Specific pricing adjustment mechanisms are in place to address significant fluctuations in raw material costs, ensuring that the company can maintain profitability [10].

Core Viewpoint - The recent stock issuance plan by Yawen Co. is under regulatory scrutiny due to its financial investments totaling 3.789 billion yuan, raising concerns about capital operations involving state-owned assets in Yangzhou [1] Financial Investment Analysis - As of March 2025, Yawen Co. has other non-current financial assets amounting to 3.789 billion yuan, which constitutes 21.76% of its net assets, approaching the 30% regulatory threshold [1] - The majority of these funds are allocated to four industrial funds, with the largest being the Jiangsu Diquan Yawen Fengying Intelligent Manufacturing Fund, valued at 3.364 billion yuan, representing 88.79% of the total investment [1] - Despite claims of investments in the intelligent manufacturing sector, regulatory rules require thorough verification of underlying assets in industrial funds, and the investments include areas like new materials and auto parts, which do not align with Yawen Co.'s core business [1] Shareholding and Control Changes - The recent capital increase involves Yangzhou Industrial Investment Development Group subscribing to 128 million shares at a price of 7.21 yuan per share, totaling 925 million yuan [1] - Following this transaction, Yangzhou Industrial Investment Development Group will hold a 29.99% stake, becoming the controlling shareholder, with the Yangzhou State-owned Assets Supervision and Administration Commission gaining actual control [1] Financial Position and Fund Utilization - Yawen Co. reports cash and cash equivalents of 910 million yuan and trading financial assets of 161 million yuan, yet plans to allocate 67.17% (621 million yuan) of the total raised funds for liquidity support and debt repayment [1]

Core Viewpoint - The company is adjusting its fundraising plan for a specific stock issuance, including changes in the total amount and the number of shares to be issued, based on recent financial investments and regulatory requirements [1][2][3][4]. Group 1: Meeting and Decision - The fourth Supervisory Board meeting was held on July 8, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1]. - The Supervisory Board approved a resolution to adjust the fundraising scale due to a total of 1.4 million yuan in unpaid investments in four associated companies, which will be recognized as financial investments [1][4]. Group 2: Adjustments to Issuance Plan - The number of shares to be issued has been adjusted from a maximum of 107,866,570 shares to 150,685,898 shares, which is capped at 30% of the company's total share capital before the issuance [2][3]. - The total fundraising amount has been revised from 1.65 billion yuan to 1.6486 billion yuan, with the net amount after deducting issuance costs allocated to specific projects [4][5]. Group 3: Regulatory Compliance - The adjustments made to the issuance plan are in accordance with the relevant regulations and do not require further approval from the shareholders' meeting, as authorized by previous shareholder meetings [6][7].

Core Viewpoint - YOUNGOR has sold financial assets worth 4.175 billion yuan, accounting for 10.13% of its net assets, as part of a strategic shift to focus on its fashion business and gradually exit financial investments [1][6] Financial Asset Sales - The company plans to sell financial assets including CITIC shares and CITIC Bank from the 2024 annual shareholder meeting until June 23, 2025, with total sales reaching 4.175 billion yuan [1] - These financial assets are classified as "measured at fair value with changes recognized in other comprehensive income," meaning their value fluctuations do not impact current profits, only dividend income affects current earnings [1][7] Investment Performance - YOUNGOR's investment returns are estimated to exceed 50 billion yuan, with significant past profits from investments in CITIC Securities and other companies [2][3] - The company has a history of successful investments, including a notable investment in Ningbo Bank and CITIC Securities, which have yielded substantial returns over the years [2] Fashion Business Performance - In 2024, YOUNGOR's fashion segment generated 6.799 billion yuan in revenue, a decline of 6.94%, with net profit dropping 43.9% to 431 million yuan [9][10] - The main brand YOUNGOR accounted for 90.46% of the fashion revenue, but saw an 11.14% decrease in sales [10] - The decline in the fashion segment is attributed to lower consumer confidence and increased competition in the retail market [8][12] Real Estate Business Transition - YOUNGOR is transitioning away from its real estate business, confirming no new projects and focusing on cash flow management [14][15] - The real estate segment remains the largest revenue source, generating 7.471 billion yuan in revenue, but net profit fell 73.23% [16] Strategic Acquisitions - The company is actively acquiring brands, including a recent purchase of the high-end children's clothing brand Bonpoint, marking its entry into the luxury children's market [17][18] - YOUNGOR's acquisition of Intime Retail aims to strengthen its fashion industry chain, although there are concerns about over-reliance on this channel [17]

Core Viewpoint - The report discusses the financial matters related to Zhejiang Hars Vacuum Vessel Co., Ltd. in response to the second round of inquiry from the Shenzhen Stock Exchange regarding its application for a specific stock issuance. Group 1: Financial Performance - The sales expenses for the reporting periods were 150.92 million, 178.18 million, and 178.18 million yuan, with a high expense ratio attributed to the significant share of domestic self-owned brand sales and high advertising and promotional costs [2] - The company’s main revenue source is from overseas OEM/ODM business, with stable major clients, but the sales expense ratio is significantly higher than comparable companies like Jiayi Co. and Ansheng Technology [2][6] - The company’s sales expenses for overseas and domestic markets were 118.08 million (41.61%) and 165.67 million (58.39%) yuan respectively, indicating a growth in sales expenses due to increased personnel costs and promotional expenses for self-owned brands [10][12] Group 2: Comparison with Peers - The company selected comparable companies based on business models, customer concentration, and sales channels, including Jiayi Co., Ansheng Technology, and others, to assess its market position [4][6] - The company’s sales expense rate is higher than the average of comparable companies, primarily due to differences in business models and customer concentration [13][16] - The company’s self-owned brand sales accounted for 19.39%, 25.66%, and 21.67% over the reporting periods, which is higher than peers like Jiayi Co. and Ansheng Technology, reflecting a strategic focus on enhancing brand presence [9][18] Group 3: Sales Strategy and Market Position - The company’s sales strategy includes a mix of OEM/ODM and self-owned brand models, with a significant portion of revenue coming from overseas sales [16][17] - The online sales ratio for the company was 5.04%, 6.71%, and 4.36% over the reporting periods, indicating a developing online sales strategy compared to peers with higher online sales ratios [8][19] - The company’s focus on building its self-owned brand has led to increased sales expenses, which is expected as the brand is still in its growth phase [20][21]

Core Viewpoint - The company, Youngor (雅戈尔), is undergoing strategic adjustments in its real estate and investment sectors while focusing on enhancing its brand presence and operational efficiency. Group 1: Real Estate Business - The company plans to recognize revenue based on the delivery schedule of its properties, with a significant project, Ningbo Minghu Yiqiuyuan, having a pre-sale amount of 3.916 billion yuan as of the end of 2024 [2] - As of the end of 2024, the real estate inventory stands at 7.947 billion yuan, with a substantial portion already pre-sold, resulting in pre-received housing payments of 5.08 billion yuan [3] Group 2: Investment Strategy - The company aims to accelerate the exit from financial investment projects, enhance cash flow management, and continuously optimize its investment structure [4] Group 3: Brand Development - The company is focusing on adjusting its product categories to increase the share of outdoor leisure and women's clothing, while also enhancing its channel structure by deepening connections with high-end shopping centers and outlet stores [5] - The company reported growth in various channel types excluding the impact of the BONPOINT brand, specifically in business clubs, shopping centers, outlets, and e-commerce [6] Group 4: Financial Performance - In the first quarter of 2025, the company reported a main revenue of 2.795 billion yuan, a year-on-year decrease of 15.6%, and a net profit attributable to shareholders of 803 million yuan, down 13.33% year-on-year [8] - The company maintains a debt ratio of 42.89%, with investment income of 757 million yuan and financial expenses of 150 million yuan, while the gross profit margin is at 50.94% [8] Group 5: Dividend Policy - The company plans to continue its quarterly dividend policy for the year 2025, with three interim dividends scheduled for September and December 2025, and March 2026 [7]