北京市海问律师事务所 关于江苏澄星磷化工股份有限公司 2025 年第四次临时股东大会的法律意见书 致：江苏澄星磷化工股份有限公司 根据《中华人民共和国证券法》《中华人民共和国公司法》（以下统称"有关 法律"）及《江苏澄星磷化工股份有限公司章程》（以下称"公司章程"）的规 定，本所作为江苏澄星磷化工股份有限公司（以下称"公司"）的法律顾问，应 公司要求，指派律师列席公司于 2025 年 10 月 17 日下午召开的 2025 年第四次临 时股东大会（以下简称"本次会议"）现场会议，对本次会议召开的合法性进行 见证，并依法出具本法律意见书。 在本法律意见书中，本所律师仅对本次会议召集和召开的程序、表决程序及 出席本次会议现场会议的股东或股东代理人资格、召集人的资格是否符合有关法 律和公司章程的规定以及本次会议审议的议案表决结果是否有效发表意见，并不 对本次会议所审议的议案内容以及议案所表述的事实或数据的真实性、准确性、 合法性发表意见。本所律师假定公司提交给本所律师的资料（包括但不限于有关 人员的居民身份证、授权委托书、营业执照、网络投票结果等）真实、准确、完 整，资料上的签字和/或印章均是真实的，资料的副本或复 ...

证券代码：600078 证券简称：澄星股份 公告编号：2025-069 江苏澄星磷化工股份有限公司 2025年第四次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 10 月 17 日 (二)股东大会召开的地点：江苏省江阴市梅园大街 618 号公司 201 会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 198 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 285,522,384 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 42.1863 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东大会主持情况等。 本次股东大会由公司董事会召集并发布公告通知，公司董事长李星星先生、 副董事长徐海圣先生因工作原因不能主持本次会议，经公司 ...

Core Viewpoint - Chengxing Co., Ltd. (600078) experienced a significant increase in stock price, reaching the daily limit, with a turnover rate of 23.80% and a trading volume of 1.535 billion yuan, indicating strong market interest and activity [1][2]. Trading Activity - The stock was listed on the Shanghai Stock Exchange due to a daily price fluctuation of 17.80% and a turnover rate of 23.80%, with a net buying amount of 79.0991 million yuan from brokerage seats [2]. - The top five brokerage firms accounted for a total transaction volume of 266 million yuan, with a buying amount of 173 million yuan and a selling amount of 93.6017 million yuan, resulting in a net buying of 79.0991 million yuan [2]. - The largest buying brokerage was Guotai Junan Securities, which purchased 43.4001 million yuan, while the largest selling brokerage was Huatai Securities, which sold 28.3018 million yuan [2]. Fund Flow - The stock saw a net inflow of 114 million yuan from main funds, with a significant inflow of 153 million yuan from large orders, while large orders experienced a net outflow of 38.5759 million yuan [2]. - Over the past five days, the main funds have seen a net outflow of 55.5094 million yuan [2]. Financial Performance - According to the semi-annual report released on July 30, the company achieved a revenue of 1.776 billion yuan in the first half of the year, representing a year-on-year growth of 9.85%, and a net profit of 18.5612 million yuan, reflecting a substantial year-on-year increase of 211.08% [2].

Market Overview - A total of 37 stocks hit the daily limit up, while 14 stocks faced limit down, resulting in a sealing rate of 73%. The market experienced a turbulent adjustment with all three major indices dropping over 2% during the day. The Shanghai Composite Index fell by 1.95%, the Shenzhen Component Index by 3.04%, and the ChiNext Index by 3.36% [1] - The trading volume in the Shanghai and Shenzhen markets reached 1.94 trillion yuan, an increase of 6.9 billion yuan compared to the previous trading day. Nearly 4,800 stocks in the market declined [1] Stock Performance Analysis - The consecutive limit-up rate dropped to 25%, indicating a market-wide decline. However, active funds continued to focus on certain high-performing stocks, such as Yuanda Holdings and Dayou Energy, which achieved consecutive limit-ups [3] - The coal sector showed resilience, with Dayou Energy achieving a consecutive limit-up over 10 days, while the banking sector also saw a recovery, with Agricultural Bank recording 11 consecutive days of gains [3] Sector Highlights - The precious metals market remained strong, with Shanghai gold futures surpassing 1,000 yuan and COMEX gold futures reaching 4,390 USD per ounce. The silver sector also saw significant activity, with Silver Industry Co. achieving a consecutive limit-up over 7 days [6] - The gas and oil sectors performed well due to increased demand for heating as a strong cold front hit parts of the country, leading to a rise in gas prices. Companies like Guo Xin Energy and Shandong Molong saw notable gains [5][21] Policy and Regulatory Updates - The Ministry of Finance, General Administration of Customs, and State Taxation Administration announced adjustments to the duty-free shopping policy for travelers in Hainan, effective November 1. This news positively impacted Hainan's free trade and duty-free retail sectors, with stocks like Haixia Co. seeing gains [7] - The Ministry of Commerce indicated plans to enhance support for foreign trade enterprises, which could benefit the shipping sector, particularly in Fujian, where local shipping and port stocks performed well [8] Future Market Outlook - The global market's risk aversion has led to a decline in the Asia-Pacific stock markets, with over 4,800 stocks in the red. The Shanghai Composite Index broke through several key moving averages, indicating potential short-term selling pressure [10] - Despite signs of short-term overselling, the market's liquidity remains constrained, suggesting that some resilient stocks may face correction risks in the near term [10]

Market Overview - The agricultural chemical sector experienced a decline of 1.46% on October 17, with Xinong Co. leading the drop [1] - The Shanghai Composite Index closed at 3839.76, down 1.95%, while the Shenzhen Component Index closed at 12688.94, down 3.04% [1] Stock Performance - Notable gainers in the agricultural chemical sector included: - Chengxing Co. (600078) with a closing price of 10.26, up 9.97% [1] - Lanfeng Biochemical (002513) at 8.44, up 3.81% [1] - Xianda Co. (603086) at 10.14, up 2.94% [1] - Major decliners included: - Xinong Co. (002942) at 23.81, down 10.02% [2] - Baiao Chemical (603360) at 25.41, down 3.60% [2] - Fengshan Group (603810) at 16.74, down 3.13% [2] Capital Flow - The agricultural chemical sector saw a net outflow of 62.58 million yuan from institutional investors and 93.96 million yuan from retail investors, while retail investors had a net inflow of 157 million yuan [2][3] - Key stocks with significant capital flow included: - Chengxing Co. with a net inflow of 107 million yuan from institutional investors [3] - Lanfeng Biochemical with a net inflow of 84.93 million yuan from institutional investors [3] - Xinong Co. with a net outflow of 56.9 million yuan from institutional investors [3]

Group 1 - The stock of Chengxing Co., Ltd. has experienced a significant increase, achieving five limit-up days within seven trading days, resulting in a cumulative increase of 51.55% and a turnover rate of 69.41% [2] - As of 10:37, the stock's trading volume reached 103 million shares, with a transaction amount of 978 million yuan and a turnover rate of 15.55% [2] - The total market capitalization of the A-shares reached 6.944 billion yuan, while the circulating market capitalization was 6.798 billion yuan [2] Group 2 - The stock has appeared on the Dragon and Tiger list three times due to significant price deviations, with a cumulative deviation of 20% over three consecutive trading days [2] - The net buying amount from the leading brokerage firms reached 49.1246 million yuan [2] - Recent trading data shows fluctuations in daily price changes and net capital inflows, with notable figures such as a 10% increase on October 10 and a 9.98% increase on October 14 [2]

Core Points - The stock of Chengxing Co., Ltd. (600078) experienced a decline of 9.68% today, with a turnover rate of 20.97% and a trading volume of 1.383 billion yuan, showing a fluctuation of 22.17% [1] - The stock was listed on the Shanghai Stock Exchange due to a daily fluctuation value of 22.17% and a daily decline deviation of -10.89%, with a net buying amount of 25.617 million yuan from brokerage seats [1] - The half-year report released on July 30 indicated that the company achieved an operating income of 1.776 billion yuan, a year-on-year increase of 9.85%, and a net profit of 18.5612 million yuan, a year-on-year increase of 211.08% [1] Trading Activity - The top five brokerage seats accounted for a total transaction of 256 million yuan, with a buying transaction amount of 141 million yuan and a selling transaction amount of 115 million yuan, resulting in a net buying of 25.617 million yuan [1] - The largest buying brokerage was Lianchu Securities Co., Ltd. Shanghai Songlin Road Securities Business Department, with a buying amount of 37.764 million yuan, while the largest selling brokerage was Lianchu Securities Co., Ltd. Hangzhou Huancheng North Road Securities Business Department, with a selling amount of 42.549 million yuan [1] - The stock saw a net outflow of 179 million yuan in main funds today, with a significant single net outflow of 65.5002 million yuan and a large single fund net outflow of 114 million yuan, totaling a net outflow of 96.9624 million yuan over the past five days [1]

New Stock Issuance - New stock issuance includes 泰凯英 (code: 920020) at an issuance price of 7.50 and 超颖电子 (code: 732175) at 17.08[1] Equity Market Alerts - 上纬新材 (code: 688585) is undergoing a tender offer from September 29, 2025, to October 28, 2025[1] - 科思科技 (code: 688788) and 博瑞医药 (code: 688166) have recent announcements dated September 26, 2025, and October 10, 2025, respectively[1] - 南新制药 (code: 688189) reported severe abnormal fluctuations on October 10, 2025[1] Trading Alerts - A total of 50 stocks have trading alerts with the latest announcements on October 15, 2025, including 国光连锁 (code: 605188) and 中持股份 (code: 603903)[1] - The lowest trading alert price recorded is 1,116 for 赛恩斯 (code: 688480)[1]

Core Viewpoint - The stock of Chengxing Co., Ltd. (600078) experienced significant volatility, hitting the daily limit up and then sharply declining, indicating market uncertainty and speculation surrounding the stock [1] Company Performance - For the fiscal year 2024, the company reported a revenue of 3.356 billion yuan and a net loss attributable to shareholders of 198.8964 million yuan, with a net profit excluding non-recurring items of -207.6264 million yuan (audited) [1] - In the first half of 2025, the company achieved a revenue of 1.776 billion yuan, with a net profit attributable to shareholders of 18.5612 million yuan, but a net loss excluding non-recurring items of -33.2847 million yuan (unaudited) [1] Stock Trading Activity - The stock was close to hitting the daily limit down after previously experiencing four consecutive days of limit up trading, with trading volume nearing 1.4 billion yuan [1] - The company announced that its production and operational activities are normal, and there are no significant matters affecting the abnormal fluctuations in the stock price [1]

Group 1 - The stock of Chengxing Co., Ltd. experienced a significant drop, hitting the daily limit down after a previous streak of gains, with a trading volume exceeding 1.2 billion yuan [1][3] - Prior to the drop, the stock had achieved limit-up gains for four consecutive trading days and reached a nearly two-year high during intraday trading [3] Group 2 - The stock price fluctuations included a "Tian Di Ban" phenomenon, indicating extreme volatility in the market [1]