广东华商律师事务所 关于华测检测认证集团股份有限公司 2025 年第一次临时股东会的 法律意见书 本法律意见书仅就本次股东会的召集和召开程序、出席本次股东会人员的资 格、召集人资格、会议表决程序是否符合法律、法规及《公司章程》的规定以及表 决结果是否合法有效发表意见，并不对本次股东会所审议的议案内容以及该等议案 所表述的相关事实或数据的真实性、准确性或合法性发表意见。 本法律意见书仅供本次股东会之目的而使用，未经本所书面同意，任何人不得 将其用作其他任何目的。本所律师同意将本法律意见书随公司本次股东会决议一并 公告，并对本法律意见书承担相应的责任。 鉴于此，本所律师对本法律意见书出具之日及以前所发生的事实发表法律意见 如下： 关于华测检测认证集团股份有限公司 2025 年第一次临时股东会的 法律意见书 致：华测检测认证集团股份有限公司 2025 年 11 月 中国深圳福田区深南大道 4011 号香港中旅大厦 第 21A-3 层、第 22A、23A、24A、25A、26A 层 广东华商律师事务所 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》"）及中国证 ...

证券代码：300012 证券简称：华测检测 公告编号：2025-054 华测检测认证集团股份有限公司 2025 年第一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、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东会无增加、变更、否决议案的情况； 2、本次股东会不涉及变更前次股东会决议。 一、会议召开和出席情况 1、会议召开时间： （1）现场会议召开时间：2025 年 11 月 28 日（星期五）下午 14:30。 （2）网络投票时间：通过深圳证券交易所系统进行网络投票的时间为 2025 年 11 月 28 日上午 9:15-9:25，9:30-11:30，下午 13:00-15：00；通过深圳证券 交易所互联网投票系统投票的具体时间为 2025 年 11 月 28 日 9:15-15:00 期间的 任意时间。 2、召开地点：深圳市宝安区新安街道留仙三路 4 号华测检测大楼一楼会议 室。 3、召开方式：本次会议采取现场投票和网络投票相结合的方式，并通过深 圳证券交易所交易系统和互联网投票系统提供网络投票平台。公司股东应选择现 场投票、网络投票中的一种方式，如果同 ...

Core Insights - The professional services sector saw an increase of 0.61% on November 28, with XCMG Standard leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Stock Performance - XCMG Standard (300938) closed at 33.56, up 4.42% with a trading volume of 101,600 shares and a transaction value of 335 million [1] - Ancar Detection (300572) closed at 28.50, up 2.33% with a trading volume of 89,000 shares and a transaction value of 253 million [1] - Other notable performers include Core International (300662) up 1.80%, National Inspection Group (603060) up 1.58%, and Construction Research Institute (603183) up 1.53% [1] Fund Flow Analysis - The professional services sector experienced a net outflow of 30.95 million from institutional investors, while retail investors saw a net inflow of 12.51 million [2] - Notable stocks with significant fund flows include XCMG Standard with a net inflow of 34.41 million from institutional investors, and Broadcasting Measurement (002967) with a net inflow of 17.64 million [3]

法律意见书 关于华测检测认证集团股份有限公司 第四期员工持股计划（草案）的 法律意见书 第四期员工持股计划（草案）的 法律意见书 致：华测检测认证集团股份有限公司 根据华测检测认证集团股份有限公司（以下简称"华测检测"）与广东信达 律师事务所（以下简称"信达"）签订的《专项法律顾问聘请协议》，信达接受 华测检测的委托，担任华测检测第四期员工持股计划（草案）（以下简称"本次 员工持股计划"）的专项法律顾问。根据《中华人民共和国公司法》、《中华人 民共和国证券法》（以下简称"《证券法》"）、《关于上市公司实施员工持股 计划试点的指导意见（2025修订）》（以下简称"《试点指导意见》"）、《深 圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作（2025 年修订）》（以下简称"《自律监管指引第2号》"）等法律、行政法规、规范 性文件和中国证券监督管理委员会、深圳证券交易所的有关规定，按照《律师事 务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规则（试行）》 的要求，以及律师行业公认的业务标准、道德规范和勤勉尽责精神，信达就本次 员工持股计划所涉及的相关事宜，出具本法律意见书。 中国 广东 ...

Investment Rating - The report indicates that the detection service industry is a typical "long slope, thick snow" track, suggesting a high investment rating due to the long-term stable growth of free cash flow from leading companies [4][19]. Core Insights - The high valuation of leading companies in the detection service industry reflects their ability to generate stable and sustainable free cash flow over a long duration, which is discounted to present value [7][19]. - The detection service industry is characterized by perpetual growth attributes, with leading companies forming a competitive moat due to their first-mover advantages [8][40]. - The global market size for the detection service industry has exceeded 2 trillion RMB and continues to grow rapidly, driven by economic development and industrial upgrades [8][40]. Summary by Sections Introduction: Why Does the Detection Service Have "Valuation Premium"? - The ability to create free cash flow is linked to a company's profit growth capability (g) and profit quality (ROE). Higher profit and cash flow generation capabilities warrant higher valuations [7][19]. Characteristics of the Detection Service Industry: Perpetual Growth Attributes - The industry has a large market space and can sustain growth, driven by mandatory legal requirements, foundational support for commercial activities, and inherent needs of the public [8][40]. - The return on equity (ROE) is stable due to high barriers to entry, including brand credibility, laboratory networks, and qualification thresholds [8][51]. Review of International Leaders: SGS's Performance Over Two Decades - SGS has demonstrated a compound annual growth rate (CAGR) of 6.7% in revenue and 9.4% in net profit from 2001 to 2024, with free cash flow CAGR at 8.2%, indicating its stability as an industry benchmark [9][63]. - The company is expected to achieve organic revenue growth of 5%-7% until 2027, with an anticipated increase in operating profit margin by at least 1.5 percentage points [9][63]. Domestic Review: Expectations for Huace and Guangdian's ROE Recovery - Huace Testing is expected to see a recovery in ROE as it shifts from a revenue-oriented strategy to a profit-oriented one, with anticipated improvements in valuation [10][11]. - Guangdian Measurement's stock price volatility is closely tied to its performance, with a new management team focusing on high-end manufacturing and technology R&D, leading to rapid ROE and net profit recovery [11].

Core Viewpoint - 华测检测's stock price has experienced fluctuations, with a current decline of 2.05% and a year-to-date increase of 12.78% [1] Financial Performance - For the period from January to September 2025, 华测检测 achieved a revenue of 4.702 billion yuan, representing a year-on-year growth of 6.95% [2] - The net profit attributable to shareholders for the same period was 812 million yuan, reflecting an increase of 8.78% year-on-year [2] Shareholder Information - As of September 30, 2025, the number of shareholders for 华测检测 was 76,600, a decrease of 5.62% from the previous period [2] - The average number of circulating shares per shareholder increased by 5.96% to 18,698 shares [2] Dividend Distribution - Since its A-share listing, 华测检测 has distributed a total of 1.161 billion yuan in dividends, with 519 million yuan distributed over the past three years [3] Major Shareholders - The largest circulating shareholder is Hong Kong Central Clearing Limited, holding 289 million shares, an increase of 20.82 million shares from the previous period [3] - 易方达创业板ETF and 南方中证500ETF have seen reductions in their holdings, with 易方达创业板ETF holding 29.89 million shares, down by 5.03 million shares [3]

Core Viewpoint - 华测检测's stock price has experienced fluctuations, with a recent decline of 2.04% and a year-to-date increase of 13.43% [1] Financial Performance - For the period of January to September 2025, 华测检测 achieved a revenue of 4.702 billion yuan, representing a year-on-year growth of 6.95% [2] - The net profit attributable to shareholders for the same period was 812 million yuan, reflecting an increase of 8.78% year-on-year [2] Shareholder Information - As of September 30, 2025, the number of shareholders for 华测检测 was 76,600, a decrease of 5.62% from the previous period [2] - The average number of circulating shares per shareholder increased by 5.96% to 18,698 shares [2] Dividend Distribution - Since its A-share listing, 华测检测 has distributed a total of 1.161 billion yuan in dividends, with 519 million yuan distributed over the past three years [3] Major Shareholders - The largest circulating shareholder is Hong Kong Central Clearing Limited, holding 289 million shares, an increase of 20.82 million shares from the previous period [3] - The third-largest shareholder, E Fund ChiNext ETF, holds 29.89 million shares, a decrease of 5.03 million shares [3] - The fourth-largest shareholder, Southern CSI 500 ETF, holds 24.50 million shares, a decrease of 444,400 shares [3]

Group 1: A-Share Market Strategy - The A-share market is experiencing narrow fluctuations around the 4000-point mark, with a breakthrough on October 28 followed by a retreat below 4000, indicating a warning signal of crowding [1][24] - The October CPI has rebounded year-on-year, while PPI's decline continues to narrow, leading to a widening PPI-CPI scissors difference [1][25] - The initial phase of the bull market sees funds favoring a few high-growth sectors, while later stages may see a focus on mainline stocks, making it harder for new funds to profit [1][26] Group 2: Social Financing and Economic Indicators - In October, the social financing scale increased by 815 billion yuan, which is 597 billion yuan less than the same period last year, with a notable decrease in new government bonds and RMB loans [3][31] - The PPI's decline continues to narrow, while the CPI has turned positive year-on-year, indicating a mixed economic recovery [3][31] - The economic data for October shows a weakening trend in industrial output, retail sales, and investment, with industrial value-added growth at 4.9%, below expectations [1][25] Group 3: Medical Device Industry Insights - The medical device sector's revenue decreased by 1.65% year-on-year in the first three quarters of 2025, with a significant drop in net profit by 21.13% [8] - The bidding activities for medical devices have shown signs of recovery, with a 42% year-on-year increase in the total amount of successful bids in the first nine months of 2025 [8] - Companies like United Imaging and Mindray are accelerating their global expansion, with overseas revenue growth of 41.97% and 11.93% respectively in Q3 2025 [8] Group 4: Fixed Income Market Trends - The 3-5 year government bonds have shown better performance with a decline in interest rates, primarily driven by institutional buying behavior [7] - The market is currently in a phase of uncertainty, awaiting key factors that could break the current deadlock, such as the resolution of the US-China tariff dispute and central bank bond purchases [7][30] - The overall liquidity in the bond market is tightening, with a decrease in the net buying activity of various institutions [32][33] Group 5: Paper Industry Developments - Nine Dragons Paper achieved a revenue of 63.24 billion yuan in FY2025, a year-on-year increase of 6.3%, with a significant net profit growth of 135% [18] - The supply-demand pressure in the boxboard and corrugated paper market is easing, with expectations of price support due to seasonal demand and rising costs [18] - The company's integrated pulp and paper development strategy is yielding results, with a projected net profit of 3.12 billion yuan for FY2026 [18]

Market Overview - The professional services sector increased by 0.29% on November 12, with Anche Detection leading the gains [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Top Performers - Anche Detection (300572) closed at 30.37, up 8.23% with a trading volume of 148,000 shares and a turnover of 426 million [1] - Other notable gainers include: - Zhongfangbiao (920122) up 4.02% to 40.35 [1] - Guangdian Measurement (002967) up 3.02% to 20.83 [1] - Huace Testing (300012) up 2.36% to 14.33 [1] Underperformers - Guoji Testing (301289) saw a decline of 7.33%, closing at 58.91 with a trading volume of 32,300 shares and a turnover of 193 million [2] - Other notable decliners include: - Zhonggang Tianyuan (002057) down 2.56% to 10.67 [2] - Gangyan Nake (300797) down 1.54% to 16.65 [2] Capital Flow - The professional services sector experienced a net outflow of 17.97 million from institutional investors, while retail investors saw a net outflow of 46.56 million [2] - Conversely, speculative funds recorded a net inflow of 64.53 million [2] Individual Stock Capital Flow - Anche Detection had a net inflow of 46.06 million from institutional investors, while it faced a net outflow of 25.94 million from retail investors [3] - Huace Testing recorded a net inflow of 22.96 million from institutional investors but a significant net outflow of 72.82 million from retail investors [3] - Other stocks with notable capital flows include: - Xince Standard (300938) with a net inflow of 19.25 million from institutional investors [3] - Zhongji Renjian (301508) with a net inflow of 9.86 million from institutional investors [3]

Core Viewpoint - The company announced that its sixth board term is about to expire, and independent director Mr. Zeng Fanli has applied to resign from his position as an independent director and committee member due to completing a six-year term [1] Group 1 - Mr. Zeng Fanli's resignation will take effect from the date the new independent director is elected at the company's shareholders' meeting [1] - During the interim period, Mr. Zeng will continue to fulfill his duties as an independent director and committee member in accordance with relevant laws and the company's articles of association [1]