福建君立律师事务所 关于中闽能源股份有限公司 2026 年第一次临时股东会的 法律意见书 地址 ADD：福州市鼓楼区工业路 572 号凤凰望郡三楼 邮政编码 ZIP：350002 电话 TEL：+86-591-87563807/87563808/87563809 传真 FAX：+86-591-87530756 2026 年 2 月 福建君立律师事务所 本法律意见书仅供见证公司本次股东会相关事项的合法性之目的使用，不得 用作任何其他目的。 本所及经办律师依据《证券法》《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》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承 担相应法律责任。 - 1 - 关于中闽能源股份有限公司 2026 年第一次临时股东会的法律意见书 致：中闽能源股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民 共和国公司法》（以下简称"《公司法 ...

证券代码：600163 证券简称：中闽能源 公告编号：2026-010 中闽能源股份有限公司 2026年第一次临时股东会决议公告 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 | 1、出席会议的股东和代理人人数 | 582 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 100,221,226 | | 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（%） | 15.4733% | (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由公司董事会召集、董事长郭政先生主持，公司全体董事和董事 会秘书出席了会议，部分高级管理人员列席了会议；本次会议采取现场投票和网 (一) 股东会召开的时间：2026 年 2 月 26 日 (二) 股东会召开的地点：福建省福州市五四路 128 号恒力城写字楼 39 层会 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 ...

Industry Policy and Environment - Fujian Province's policy support emphasizes the construction of transportation logistics infrastructure and the establishment of cross-strait hub channels, which directly benefits local energy companies like Zhongmin Energy, potentially enhancing regional economic vitality and investment expectations [1] - The "14th Five-Year Plan" clearly supports the development of new energy, indicating a long-term opportunity for Zhongmin Energy in the context of the industry's transition towards clean energy [1] Stock Price and Fund Performance - On December 5, 2025, Zhongmin Energy's stock price increased by 5% with a net inflow of 14.62 million yuan from main funds, reflecting a rise in short-term investor interest [2] - As of December 5, 2025, the company's price-to-earnings ratio (TTM) was 20.33, which is within the reasonable range for the industry [2] Industry and Risk Analysis - Significant fluctuations in global natural gas prices were reported, with the U.S. HH price experiencing a week-on-week decline of 74.4% in January 2026, which may impact the cost and demand for energy companies [3] - Analysts from Everbright Securities and CITIC Construction Investment noted that the Fujian sector is expected to see an overall valuation increase driven by policy dividends and industrial upgrades, but caution is advised regarding the implementation of policies and the operational efficiency of companies [3] Future Development - The realization of regional policy dividends requires specific project implementations; if these do not meet expectations, it may negatively affect stock performance [4] - The energy industry is facing intensified competition during its transition, necessitating companies to adapt to technological iterations and market pressures [4]

Recent Events - Company plans to acquire 51% stake in Fujian Yongtai Mintou Pumped Storage Co., Ltd. from its controlling shareholder, Fujian Investment Development Group, for a cash consideration of 863.93 million yuan, aiming to expand its pumped storage business [2] - The target company has a total installed capacity of 1.2 million kilowatts, with projected net profits of 230 million yuan for 2024 and 158 million yuan for the first eight months of 2025 [2] Management Changes - The company announced the resignation of Deputy General Manager Yan Bo due to work-related changes, effective February 6, 2026 [3] Stock Performance - On February 11, 2026, the company's stock price increased by 2.02%, closing at 6.06 yuan per share, with a net inflow of 907,200 yuan in main funds and a turnover rate of 0.40% [4] - Since the beginning of 2026, the stock price has risen by 11.81%, and there was a 5.00% increase on December 5, 2025, due to favorable policies in Fujian Province [4] Business Developments - The company received approval for three solar power projects totaling 250 MW, which were included in the "Fujian Province Solar Power Station Development and Construction Project List (2025 Edition)" [5] - In 2025, the company generated a total electricity output of 2.875 billion kWh, a year-on-year decrease of 4.41%, with revenue of 1.08 billion yuan and a net profit of 328 million yuan for the first three quarters, showing a decline compared to the previous year [5] Strategic Initiatives - The company approved a proposal to establish a corporate group and amend its articles of association on December 12, 2025, aiming to integrate its subsidiaries under the parent company [6] - The company is also working on upgrading old wind farm equipment to enhance power generation efficiency [6]

Core Viewpoint - The company is acquiring a 51% stake in Fujian Yongtai Mintou Pumped Storage Co., Ltd. using a combination of its own funds and bank acquisition loans, which is aimed at optimizing capital allocation and improving fund utilization efficiency [2]. Group 1 - The funding sources for the acquisition include both self-owned funds and bank loans [2]. - The combination of self-owned funds and bank loans is intended to ensure the smooth implementation of the transaction [2].

Group 1 - The core viewpoint of the article highlights the significant stock price movement of Zhongmin Energy (600163), which increased by 5.00% to close at 6.09 CNY per share, driven by favorable regional policies in Fujian Province and capital inflow [1] - The main factors contributing to the stock price increase include measures supporting cross-strait integration and a net inflow of 14.62 million CNY in principal funds, with a turnover rate of 1.59% on that day [1] Group 2 - At the industry level, the National Energy Administration reports a 24.4% year-on-year growth in the national renewable energy installed capacity for 2024, which now accounts for 56.4% of the total installed power generation capacity, reinforcing expectations for green energy development [2]

中闽能源股份有限公司 ZHONGMIN ENERGY CO.,LTD. 2026 年第一次临时股东会 会 议 资 料 2026 年 2 月 26 日 中闽能源 2026 年第一次临时股东会会议资料 | | | | 2026 年第一次临时股东会会议须知 1 | | --- | | 2026 年第一次临时股东会会议议程 3 | | 议案一：关于公司收购福建永泰闽投抽水蓄能有限公司 51%股权暨关联交易的议案 5 | | 议案二：关于公司向厦门国际银行股份有限公司申请并购贷款暨关联交易的议案 6 | 中闽能源 2026 年第一次临时股东会会议资料 2026 年第一次临时股东会会议须知 为维护股东的合法权益，确保本次股东会的正常秩序及顺利召开，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》及《公 司章程》《公司股东会议事规则》等有关规定，特制定股东会须知如下，望出席 本次股东会的全体人员遵照执行。 一、本次股东会设立会议登记处，具体负责会议组织工作和股东登记等相关 事宜。 二、出席本次股东会的对象为股权登记日在册的股东，本次股东会股权登记 日为 2026 年 2 月 12 日。涉及融资融 ...

Group 1 - Jinwei Co., Ltd. plans to acquire 100% equity of Fusheng Mining for 210 million yuan, which will become a wholly-owned subsidiary and included in the consolidated financial statements [2] - Mengguli intends to invest 929 million yuan to build a project with an annual production capacity of 30,000 tons of lithium-ion battery cathode materials, expected to produce 5,000 tons of high-voltage cobalt acid lithium, 10,000 tons of NCA materials, and 15,000 tons of ultra-high nickel ternary materials [2] - Xiamen Tungsten plans to acquire 39% equity of Jiujiang Dadi Mining, which will help increase mineral resource reserves and improve raw material self-sufficiency [3] Group 2 - Andavil's subsidiary received EASA certification for its aviation kitchen plug-in products, marking compliance with European aviation safety standards [2] - CIMC Vehicles disclosed that the US ITC made a preliminary ruling on anti-subsidy and anti-dumping investigations regarding Van-Type Trailers, indicating potential damage to the US domestic industry [4] - Source Technology plans to invest approximately 1.251 billion yuan to build a second phase project for the R&D and production of optoelectronic communication semiconductor chips and devices [9] Group 3 - Zhongmin Energy intends to acquire 51% equity of Mintou Pumped Storage for 864 million yuan, with the transaction price based on asset evaluation [10] - Ningbo Yunsheng plans to publicly issue H-shares and apply for listing on the Hong Kong Stock Exchange [11] - Wenkai Co., Ltd. won a bid for a landscape project worth 50.8162 million yuan [12] Group 4 - China Merchants Shekou achieved a signed sales amount of 7.674 billion yuan in January 2026 [16] - AVIC Optoelectronics reported a net profit of 2.124 billion yuan for 2025, a year-on-year decrease of 36.69% [17] - Tiankang Bio reported a sales revenue of 392 million yuan from pig sales in January 2026, with a month-on-month increase of 6.23% [18] Group 5 - Poly Developments reported a signed amount of 15.617 billion yuan in January 2026, a year-on-year decrease of 13.31% [19] - Chengtou Holdings reported a net profit of 290 million yuan for 2025, a year-on-year increase of 19.67% [20] - Qianjin Pharmaceutical reported a net profit of 288 million yuan for 2025, a year-on-year increase of 24.74% [21]

Group 1: Financing Measures and Market Reactions - The Shanghai and Shenzhen Stock Exchanges announced a package of measures to optimize refinancing, aiming to support high-quality listed companies and improve refinancing efficiency [1] - The domestic gold jewelry prices have rebounded, with prices reaching 1555-1560 RMB per gram [1] - The lithium carbonate market saw a rebound with prices increasing by over 5% due to improved market sentiment [1] Group 2: Price Adjustments and Market Trends - Major global PC manufacturers, including Lenovo and HP, have initiated price increases due to rising upstream storage costs, with some products seeing price hikes of over 600 RMB in a single day [2] - The storage industry is projected to see significant growth, with its value expected to reach 551.6 billion USD, surpassing that of the wafer foundry sector [2] Group 3: Corporate Developments - The company Dingxin Communications faced penalties for short-term trading by its executive, resulting in a fine of 120,000 RMB [7] - Sanbo Brain Science announced the lifting of a supervisory order against its chairman, allowing normal operations to resume [8] - Jinwei Co. plans to acquire 100% of Fusheng Mining for 210 million RMB, expanding its mining operations [10] Group 4: Project Wins and Acquisitions - Yitong Century won a bid for a project worth 107 million RMB to provide comprehensive maintenance services for China Tower [11] - Jida Communication is expected to receive approximately 51 million RMB from a project with China Mobile [12] - Zhongmin Energy intends to acquire 51% of Fujian Yongtai Mintou Pumped Storage Co. for 864 million RMB [13] Group 5: Financial Performance - Qianjin Pharmaceutical reported a slight revenue increase of 0.13% for 2025, with a net profit growth of 24.74% [17] - Dongwei Technology achieved a significant net profit growth of 86.81% for 2025, with total revenue increasing by 47.65% [18] Group 6: Market Performance - The market saw a strong performance with the ChiNext Index rising nearly 3%, driven by AI applications and other sectors [20]

Group 1 - XianDao Intelligent has set the final price for its H-share public offering at HKD 45.8 per share, with expected listing on February 11, 2026 [1] - Jida Communication is a candidate for a project with China Mobile, with an estimated service fee of approximately CNY 51.04 million [2] - Bowei Alloy's controlling shareholder plans to increase holdings by CNY 100 million to 150 million from February 10 to August 9, 2026 [3] Group 2 - Xiamen Airport reported 16,368 aircraft takeoffs and landings in January 2026, a year-on-year decrease of 4.82%, with passenger throughput of 2.38 million, down 3.84% [4] - Yitong Century has won a bid for a project worth CNY 107 million, providing comprehensive maintenance services for China Tower [5] - Huayi Brothers' controlling shareholder's 70 million shares are subject to judicial auction, representing 42.89% of his holdings and 2.52% of the company's total shares [6] Group 3 - Lianhuan Pharmaceutical received approval for the sale of Tadalafil tablets (20mg) in Ghana [7] - Aonong Biological reported a pig sales volume of 166,600 in January 2026, a year-on-year increase of 35.36% [8] - Xiantan Co. achieved chicken product sales revenue of CNY 546 million in January 2026, a year-on-year increase of 54.9% [9] Group 4 - Zhengbang Technology reported a January sales revenue of CNY 816 million from pig sales, a year-on-year increase of 19.69% [10] - Qianjin Pharmaceutical's net profit for 2025 grew by 24.74% to CNY 288 million [11] - Xinhua Pharmaceutical received a drug registration certificate for glucosamine sulfate capsules [12] Group 5 - Yuandong Bio completed the first dosing of its EP-0210 monoclonal antibody in a Phase I clinical trial for inflammatory bowel disease [13] - Jiaokong Technology signed a contract for the Sydney Metro West Line signal system subcontracting project worth AUD 93.53 million [14] - Dangsheng Technology signed a strategic cooperation framework agreement with Huineng Technology in solid-state batteries and the new energy industry [15] Group 6 - Jinhui Co. plans to acquire 100% of Fusheng Mining for CNY 210 million [16] - Cangzhou Mingzhu announced Guangzhou Light Industry as its new controlling shareholder after a share transfer [17] - Dingxin Technology's vice president was fined CNY 120,000 for short-term trading [18][19] Group 7 - China Modern Pharmaceutical's subsidiary passed a GMP compliance inspection for its production line [20] - Chaosheng Electronics plans to increase capital by CNY 400 million in its subsidiary to enhance competitiveness [21] - Lonyu Mountain reported a 25.03% year-on-year increase in pig sales revenue in January 2026 [22] Group 8 - Sanbo Brain Science's chairman has been released from investigation, and the company is operating normally [23] - Hainan Mining is planning to acquire control of Luoyang Fengrui Fluorine Industry and will resume trading on February 10, 2026 [24] - Dongwei Technology's net profit for 2025 increased by 86.81% [25] Group 9 - Yuanjie Technology plans to invest CNY 1.251 billion in a semiconductor chip and device R&D production base [26] - Metro Design signed a contract for an energy management project with Guangzhou Metro Group worth CNY 924 million [27] - Zhongmin Energy intends to acquire 51% of Fujian Yongtai Mintou Pumped Storage Co. for CNY 864 million [28] Group 10 - Dianzhi Technology plans to repurchase shares worth CNY 100 million to 200 million [29] - China Baoan was not selected as a restructuring investor for the Singshan Group [30] - Zhiguang Electric's subsidiary signed a CNY 1.004 billion contract for energy storage systems [31] Group 11 - Zhifei Biological received approval for a clinical trial of its herpes zoster vaccine [32] - KQ Bio received a new veterinary drug registration certificate for a vaccine against porcine circovirus type 2 [33] - Huanxu Electronics reported a 4% year-on-year increase in consolidated revenue for January 2026 [34] Group 12 - Xiangjia Co. reported a 10.42% year-on-year increase in live poultry sales revenue in January 2026 [35] - Kemin Foods' subsidiary reported a 68.29% year-on-year increase in pig sales revenue in January 2026 [36] - Liyuan Technology signed a procurement contract worth CNY 54.98 million [37] Group 13 - Jiuqiang Bio received a medical device registration certificate for a fibrin degradation product detection kit [38] - Zhongguancun's subsidiary passed the consistency evaluation for Tramadol Hydrochloride tablets [39] - Rundou Co. received a drug registration certificate for Candesartan Etil [40]