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].

Group 1 - The core point of the announcement is that Guangdong Guanhao High-tech Co., Ltd. plans to renew its financial service agreement with Chengtong Financial Co., Ltd., which is considered an affiliated transaction and requires approval from the shareholders' meeting [8][11][25] - The ninth supervisory board meeting was held on July 1, 2025, where the renewal of the financial service agreement was approved with a unanimous vote [2][24] - The financial service agreement includes services such as deposits, settlements, and credit, aimed at optimizing financial management and reducing financing costs [8][10][23] Group 2 - Chengtong Financial Co., Ltd. is a non-bank financial institution approved by the China Banking Regulatory Commission, with total assets of 33.448 billion RMB and net profit of 1.79 billion RMB for the year 2024 [12][14] - The agreement is set to last for three years and is designed to enhance the efficiency of fund utilization within the company [10][21] - The transaction does not constitute a major asset restructuring and has been reviewed and approved by independent directors and the board of directors [11][23] Group 3 - The shareholders' meeting is scheduled for July 17, 2025, to vote on the renewal of the financial service agreement [27][28] - The voting will be conducted through both on-site and online methods, ensuring participation from shareholders [29][30] - The company has implemented a reminder service for shareholders to facilitate their participation in the meeting [31]

Core Viewpoint - The company is entering into a financial service agreement with its controlling subsidiary, Beijing New Cooperation Commercial Development Co., Ltd., and Supply and Marketing Group Financial Co., Ltd., to enhance financial management and reduce financing costs [1][10]. Group 1: Related Transactions Overview - The financial service agreement includes services such as deposits, settlement, credit, and management of special funds for the "New Network Project" [1]. - The daily deposit balance at Supply and Marketing Financial Co., Ltd. will not exceed RMB 100 million, and the comprehensive credit limit provided to the commercial development company will not exceed RMB 300 million, with a validity period of one year [1][10]. Group 2: Related Party Information - Supply and Marketing Financial Co., Ltd. is a wholly-owned subsidiary of China Supply Group Co., Ltd., which is under the actual control of the All-China Federation of Supply and Marketing Cooperatives [2][3]. - As of December 31, 2024, Supply and Marketing Financial Co., Ltd. reported total assets of RMB 100 million and a net profit of RMB 35.73 million [2]. Group 3: Pricing Policy and Basis - The deposit service interest rate will float within the legal range based on the benchmark interest rate published by the People's Bank of China [4]. - Settlement services will be provided free of charge during the agreement's validity period [5]. - The credit service rates will not exceed those available from other domestic financial institutions under similar conditions [5][7]. Group 4: Financial Service Agreement Main Content - The agreement allows the commercial development company to choose other financial institutions for services, ensuring competitive pricing and service quality [6][10]. - The financial services provided include deposit accounts, payment and collection services, credit services, and other financial advisory services [6][8]. Group 5: Risk Assessment and Control Measures - A risk assessment report by Daixin Accounting Firm indicates that Supply and Marketing Financial Co., Ltd. has a sound internal control system and complies with relevant regulations [10][11]. - The company has established a risk disposal plan to safeguard funds and manage risks associated with financial transactions [11]. Group 6: Historical Related Transactions - As of May 28, 2025, the commercial development company had a deposit balance of RMB 965.36 million and a loan principal balance of RMB 200 million with Supply and Marketing Financial Co., Ltd. [11].

Core Viewpoint - The company intends to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. to enhance fund utilization efficiency and optimize settlement processes, which constitutes a related party transaction [1][2]. Summary by Sections Related Party Transaction Overview - The company plans to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. for services including deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [1][4]. - The transaction has been approved by the company's board and supervisory committee and will be submitted for shareholder approval [1][2]. Related Party Information and Relationship - China Electric Power Finance Co., Ltd. is a state-owned limited liability company, with total assets of 251.87 billion RMB and net assets of 49.96 billion RMB as of December 31, 2024 [3]. - The controlling shareholder of the company is the State Grid Information Communication Industry Group, which holds 43.86% of the shares [3][4]. Main Content of the Agreement - The services provided by China Electric Power Finance include deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [4]. - The average daily deposit balance with China Electric Power Finance will not exceed 2 billion RMB, with a maximum daily balance of 4 billion RMB [4]. Pricing Principles and Agreement Duration - The deposit interest rates will not be lower than those offered by major commercial banks for similar deposits [4]. - The agreement is effective from the date of approval at the 2024 annual general meeting until the 2025 annual general meeting [4]. Transaction Purpose and Impact - The financial services provided by China Electric Power Finance are efficient and beneficial for improving the company's fund settlement efficiency [5]. - The transaction is conducted fairly and does not harm the interests of the company or its non-related shareholders [5]. Review Procedures - The audit committee and independent directors have reviewed and approved the agreement, confirming compliance with legal regulations and fair pricing [6][8].

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]