中国国际金融股份有限公司 关于上海宝钢包装股份有限公司 与宝武集团财务有限责任公司 续签《金融服务协议》暨关联交易的核查意见 中国国际金融股份有限公司（以下简称"中金公司"或"保荐机构"）作为 上海宝钢包装股份有限公司（以下简称"宝钢包装"或"公司"）向特定对象发 行 A 股股票（以下简称"本次发行"）的保荐机构、持续督导机构，根据《证券 发行上市保荐业务管理办法》《上海证券交易所股票上市规则》和《上海证券交 易所上市公司自律监管指引第 1 号——规范运作》等有关规定，对宝钢包装与宝 武集团财务有限责任公司续签《金融服务协议》暨关联交易事项进行了核查，具 体如下： 一、关联交易概述 为优化公司财务管理、拓宽融资渠道、降低融资成本和融资风险，公司拟与 宝武集团财务有限责任公司（以下简称"财务公司"）续签《金融服务协议》，由 财务公司为公司提供相关金融服务,根据上海证券交易所《股票上市规则》，本次 交易构成关联交易。 二、关联方关联关系和基本情况 （一）关联关系 公司与财务公司均受中国宝武钢铁集团有限公司控制，因此财务公司为《上 海证券交易所股票上市规则》第 6.3.3 条规定的关联法人。 （二）关联方基本情况 ...

Core Viewpoint - The company has signed a financial service agreement with China Railway Finance Co., Ltd. to manage its existing funds and reduce financing costs for its subsidiary, enhancing financial efficiency and risk control [1][2][6]. Summary by Sections 1. Overview of Related Transactions - The financial service agreement aims to improve the company's fund utilization efficiency, broaden financing channels, and lower financing costs while ensuring risk control and meeting funding needs [2][6]. - The agreement is valid for three years, with a maximum daily deposit balance of RMB 3 billion and a maximum daily loan and discount balance of RMB 3 billion [2][6]. 2. Related Party Introduction and Relationship - The company and the financial company are under the same actual controller, China National Railway Group Co., Ltd., establishing a related party relationship [2][3]. 3. Basic Information of the Financial Company - The financial company, established on July 24, 2015, has a registered capital of RMB 10 billion and total assets of RMB 124.41 billion as of December 31, 2024 [3][4]. 4. Main Content of the Financial Service Agreement - The services include deposit, settlement, loan, and other financial services approved by the National Financial Supervision Administration [4][5]. - The financial company will provide services under conditions not less favorable than those offered to other members of the China Railway Group [5][6]. 5. Purpose and Impact of the Related Transactions - The financial services provided by the financial company will enhance the company's fund returns and address funding gaps for its subsidiary, ensuring no adverse effects on other shareholders or the company's independence [6][7]. 6. Review Procedures for the Related Transactions - The agreement was approved unanimously by the company's board and audit committee, with related directors abstaining from voting [6][7].

Core Viewpoint - Zhuhai Huafa Industrial Co., Ltd. has conducted a series of board meetings to approve various related party transactions, including the renewal of a financial services agreement and the initiation of a supply chain asset special plan business, which are aimed at optimizing financial management and improving capital efficiency [1][23][41]. Group 1: Financial Services Agreement - The company plans to renew the financial services agreement with Zhuhai Huafa Group Financial Co., Ltd., which will provide deposit, loan, settlement, bill, foreign exchange, and guarantee services for a period of three years [23][24]. - The financial company is a subsidiary of the controlling shareholder, Huafa Group, and the agreement constitutes a related party transaction [24][25]. - The agreement has been approved by the board and will be submitted for shareholder approval [23][43]. Group 2: Supply Chain Asset Special Plan Business - The company intends to launch a supply chain asset special plan business with a total limit not exceeding RMB 20 billion, which can be reused [6][9]. - The basic assets for this plan will be accounts receivable from suppliers, and the implementation does not constitute a major asset restructuring [6][9]. - This initiative aims to optimize accounts receivable management, reduce financial costs, and improve cash flow [17][20]. Group 3: Related Party Transactions - The board has approved the risk assessment report for related party transactions with Zhuhai Huafa Group Financial Co., Ltd. [2][20]. - Related directors recused themselves from voting on these matters to ensure compliance with regulations [2][20]. - The pricing for these transactions is based on industry averages and is deemed fair and reasonable, not harming the interests of the company or its shareholders [16][41]. Group 4: Upcoming Shareholder Meeting - A third extraordinary general meeting of shareholders is scheduled for May 29, 2025, to discuss and vote on the approved proposals [45][46]. - The meeting will utilize both on-site and online voting systems to facilitate participation [46][51]. - Shareholders with related interests will abstain from voting on relevant proposals to maintain fairness [50][51].

Group 1 - The company is changing its accounting policies in accordance with the Ministry of Finance's new guidelines, specifically the "Interpretation No. 17" and "Interpretation No. 18" of the Enterprise Accounting Standards, effective from January 1, 2024 [3][4][6] - The board of directors and the supervisory board have approved the accounting policy changes, which do not require shareholder meeting approval [3][9][11] - The changes will not significantly impact the company's financial status or operating results, and they are designed to better reflect the company's financial condition and performance [9][10][12] Group 2 - The company has reported that it will implement the new accounting policies starting in 2024, adjusting comparative period information as necessary [6][8] - The previous accounting policies were based on the basic principles and specific accounting standards issued by the Ministry of Finance [7] - The new policies will enhance the accuracy and fairness of the company's financial reporting [10][11] Group 3 - The company is entering into a financial services agreement with China Gold Group Finance Co., Ltd., which is aimed at optimizing financial management and reducing financing costs [90][91] - The agreement will allow the company and its subsidiaries to access various financial services, including deposit and loan services, with a maximum daily deposit balance of RMB 13 billion [92][98] - The expected interest income from deposits and interest expenses from loans for 2025 are estimated at RMB 0.58 billion and RMB 0.20 billion, respectively [93]

Group 1 - The company plans to sign a financial service agreement with China National Gold Group Finance Co., Ltd. for the period from 2025 to 2028, with a maximum daily deposit balance of RMB 10 billion and a loan service limit not exceeding the maximum credit limit [21][23] - This transaction constitutes a related party transaction and does not constitute a major asset restructuring [22] - The agreement aims to broaden the company's financing channels, reduce financing costs, and improve capital management efficiency [23] Group 2 - The company will provide loan guarantees for its subsidiaries, including RMB 140 million for Jiapigou Company, RMB 150 million for Henan Jinyuan, RMB 130 million for Songxian Jinniu, RMB 125 million for Zhongjin Songxian Songyuan, and RMB 80 million for Hebei Yueri [38][39] - The total amount of external guarantees after this loan will be RMB 818.09 million, accounting for 2.99% of the company's latest audited net assets [61][62] - The guarantees are necessary to meet the operational needs of the subsidiaries and ensure stable business development [60] Group 3 - The company’s wholly-owned subsidiary, Henan Zhongyuan Gold Smelting Plant, plans to engage in hedging activities to mitigate risks associated with price fluctuations in the market for gold, silver, copper, and nickel [66][69] - The maximum margin for the hedging business will not exceed RMB 700 million, with a hedging scale limit of 29 tons of gold, 217 tons of silver, 35,000 tons of copper, and 361 tons of nickel [70][71] - The hedging activities will be conducted on the Shanghai Futures Exchange and are aimed at maintaining stable operational performance [66][69]