Meeting Overview - The first extraordinary general meeting of shareholders was held on September 12, 2025, at the company's conference room in Wuhan [2] - The meeting was convened by the company's 10th board of directors and chaired by Chairman Qiu Xiangping, utilizing a combination of on-site and online voting methods [2][3] Attendance and Voting - All 10 serving directors and 3 serving supervisors attended the meeting, along with the board secretary and other senior executives [3] - The voting process complied with the Company Law and the company's articles of association, ensuring the validity of the resolutions passed [2][6] Resolutions Passed - The following resolutions were approved: 1. Increase the estimated amount for daily related party transactions for 2025 [3] 2. Appointment of financial auditing and internal control auditing institutions for 2025 [3] - The related party shareholder, the Telecommunications Science and Technology First Research Institute Co., Ltd., abstained from voting on the related party transaction resolution due to ownership of 149,104,058 voting shares [5] Legal Verification - The meeting was witnessed by Hubei Lifeng Law Firm, which confirmed that the meeting's procedures, participant qualifications, voting processes, and resolutions were in accordance with relevant laws and regulations [6]

之 关于 武汉长江通信产业集团股份有限公司 2025 年第一次临时股东大会 法律意见书 地址：中国·湖北·武汉市洪山区欢乐大道 1 号宏泰大厦 18/19 层 ADD：18/19F HONGTAI DASHA NO.1 HUANLEDADAO, WU HAN, HUBEI，CHINA 邮编(Zip Code):430072 电子邮箱(E-mail)：lf@lflawyers.com 电话(Tel)：027-87877677 网址(Website)：www.lflawyers.com 湖北立丰律师事务所 关于 武汉长江通信产业集团股份有限公司 2025 年第一次临时股东大会 之 法律意见书 武汉长江通信产业集团股份有限公司： 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》"）、《上市公 司股东会规则》（以下简称"《股东会规则》"）、《律师事务所从 事证券法律业务管理办法》等法律、法规和规范性文件的规定、《武 汉长江通信产业集团股份有限公司章程》（以下简称"《公司章程》"） 和《武汉长江通信产业集团股份有限公司股东大会议事规则》（以下 简称"《公司股东大会 ...

证券代码：600345 证券简称：长江通信 公告编号：2025-034 武汉长江通信产业集团股份有限公司 2025年第一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 | 1、出席会议的股东和代理人人数 | 206 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 203,259,065 | | 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 | 61.6661 | | 份总数的比例（%） | | 一、会议召开和出席情况 (一) 股东大会召开的时间：2025 年 9 月 12 日 (二) 股东大会召开的地点：本公司会议室（武汉市东湖开发区关东工业园 文华路 2 号） (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： (一)非累积投票议案 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司第十届董事会召集，董事长邱祥平先生主持，本次会议以现 场投票与网络投票相结 ...

Company Overview - Changjiang Communication is located in Wuhan, Hubei Province, and was established on January 2, 1996. The company was listed on December 22, 2000. Its main business involves the sale of intelligent application products and solutions, system integration, and operational services [1]. - The revenue composition of the company is as follows: system integration accounts for 92.26%, operation and technical services for 4.43%, IT equipment sales for 3.03%, and other (supplementary) for 0.29% [1]. Financial Performance - For the first half of 2025, Changjiang Communication achieved operating revenue of 290 million yuan, representing a year-on-year growth of 6.04%. However, the net profit attributable to the parent company was -5.11 million yuan, a decrease of 120.69% compared to the previous year [2]. - Since its A-share listing, the company has distributed a total of 598 million yuan in dividends, with 60.34 million yuan distributed over the past three years [3]. Stock Market Activity - On September 8, Changjiang Communication's stock price fell by 2.01%, trading at 26.86 yuan per share, with a total transaction volume of 153 million yuan and a turnover rate of 2.63%. The total market capitalization is 8.853 billion yuan [1]. - Year-to-date, the stock price has increased by 16.45%, but it has seen a decline of 12.08% over the last five trading days and a decrease of 4.14% over the last 20 days [1]. - The company has appeared on the "Dragon and Tiger List" once this year, with the most recent appearance on August 25, where it recorded a net purchase of 67.09 million yuan [1]. Shareholder Information - As of June 30, 2025, the number of shareholders for Changjiang Communication was 21,200, a decrease of 17.90% from the previous period. The average number of circulating shares per person increased by 21.81% to 9,967 shares [2]. - Among the top ten circulating shareholders, the Noan Pioneer Mixed A fund is the seventh largest shareholder with 1.3644 million shares, marking it as a new shareholder. The招商产业精选股票A fund has exited the top ten list [3]. Industry Classification - Changjiang Communication belongs to the communication equipment sector, specifically categorized under other communication equipment. It is associated with concepts such as satellite navigation, commercial aerospace, Beidou navigation, Hubei Free Trade Zone, and intelligent transportation [2].

Group 1 - The company announced the resignation of director Yu Bin due to personal work reasons, and he will not hold any other positions within the company after his resignation [2][3] - Yu Bin's departure will not affect the minimum number of board members or the normal operations of the board, and the company will proceed with the election of a new director [3] - The board expressed gratitude for Yu Bin's contributions during his tenure, highlighting his diligence and commitment to the company's development [3] Group 2 - The company plans to sell up to 1.1 million shares of Yangtze Optical Fibre and Cable Joint Stock Limited Company, representing 0.15% of its total share capital, through a centralized bidding process [5][6] - As of the announcement date, the company holds 119,937,010 shares of Yangtze Optical Fibre, accounting for 15.82% of its total share capital [5][12] - The board approved the sale at a meeting held on September 4, 2025, with all 10 attending directors voting in favor [8][10] Group 3 - The sale of shares is intended to optimize the company's asset structure and improve capital efficiency, with the proportion of shares sold being small enough not to alter the company's holding status in Yangtze Optical Fibre [16] - The transaction does not constitute a related party transaction or a major asset restructuring as defined by regulations [7][10] - The company will follow legal procedures for the sale and will disclose information regarding the progress of the transaction as required [16]

Group 1 - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 12, 2025, at 13:30 [4][5] - The meeting will be conducted in a combination of on-site and online voting, with shareholders required to register before attending [2][3][6] - The agenda includes two main proposals: increasing the estimated amount for daily related party transactions for 2025 and appointing the financial audit and internal control audit institutions for 2025 [4][11][23] Group 2 - The proposal to increase the estimated amount for daily related party transactions is based on the company's operational needs, with an increase from an estimated total of RMB 128 million to RMB 143.5 million [12][22] - The related parties involved include China Information Communication Technology Group Co., Ltd., and several subsidiaries, with the transactions being normal business activities that do not affect the company's independence [20][21][22] - The company plans to continue using Deloitte Touche Tohmatsu Certified Public Accountants LLP as its financial audit and internal control audit institution for 2025, ensuring continuity and familiarity with the company's operations [23][24][28]

Core Viewpoint - The article discusses the exemption from mandatory tender offer for Wuhan Changjiang Communication Industry Group Co., Ltd. by the Telecom Science and Technology First Research Institute, highlighting the acquisition process and compliance with regulatory requirements [1][2]. Group 1: Acquisition Details - The acquisition involves the Telecom Science and Technology First Research Institute obtaining voting rights for 108,187,843 shares of Changjiang Communication, representing 32.82% of the total share capital [2][3]. - Prior to the acquisition, the Telecom Science and Technology First Research Institute held 40,916,215 shares (12.41%), while China Information Communication Technologies Group and Fenghuo Technology held 51,505,546 shares (15.63%) and 56,682,297 shares (17.20%) respectively [3]. Group 2: Compliance and Governance - The acquisition does not involve the transfer of assets or changes in business registration, as it is a delegation of voting rights among subsidiaries under the same controlling entity [5]. - The company has established a good governance structure and complies with the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [5]. Group 3: Future Plans and Commitments - There are no plans to change the main business operations or make significant adjustments within the next 12 months, nor are there plans for asset sales, mergers, or restructuring [6][7]. - The acquirer has committed to maintaining the independence of Changjiang Communication and avoiding competition and related party transactions [6][8].

Summary of Key Points Core Viewpoint - The announcement details a share reduction plan by the major shareholder, Wuhan Yangtze Communication Industry Group Co., Ltd., which holds 15.82% of the company's shares, due to its own operational needs. The plan involves reducing up to 1,100,000 shares, representing 0.15% of the total shares, within a specified timeframe [1][2]. Shareholder Holding Information - As of the announcement date, Wuhan Yangtze Communication holds 119,937,010 A shares, accounting for 15.82% of the total share capital. These shares were acquired prior to the company's initial public offering (IPO) and have been tradable since July 22, 2021 [1][2]. Reduction Plan Details - The reduction plan allows for a maximum of 1,100,000 shares to be sold through centralized bidding within three months starting from September 26, 2025, to December 26, 2025 [2]. - The reason for the reduction is stated as the shareholder's operational development needs [2]. Compliance and Regulations - The shareholder confirms that there are no other arrangements regarding the reduction and that the plan is consistent with previous commitments made regarding shareholding [3]. - The company will adhere to relevant regulations and guidelines regarding share reductions, ensuring compliance with the Shanghai Stock Exchange's requirements [3].

Group 1 - The company plans to sell up to 1.1 million shares of Yangtze Communication's subsidiary, Yangtze Optical Fibre and Cable Joint Stock Limited Company, which represents 0.15% of the total share capital [1][3] - The company currently holds 119,937,010 shares of Yangtze Optical Fibre, accounting for 15.82% of its total share capital [2][4] - The board of directors approved the sale at the ninth meeting of the tenth board on September 4, 2025, and the transaction does not constitute a related party transaction or a major asset restructuring [1][4] Group 2 - The sale will be conducted through a centralized bidding process on the stock exchange, with the sale price determined by market conditions [3][5] - The estimated transaction amount is approximately 100.17 million yuan, with a book value of 16.68 million yuan for the shares being sold [3][5] - The authorization for the sale is valid for twelve months from the date of board approval [3][5] Group 3 - The transaction is expected to optimize the company's asset structure and improve capital efficiency, while the small proportion of shares sold will not change the company's holding status in Yangtze Optical Fibre [8] - The company will adjust the number of shares sold in case of any corporate actions such as dividends or stock splits during the authorization period [5][8] - The actual impact of the sale on the company's performance will be determined after accounting treatment in accordance with relevant accounting standards [8]

Group 1: Company Announcements - Heng Rui Medicine has received the clinical trial approval notice for HRS-4729 injection, a self-developed peptide drug targeting GLP-1R, GIPR, and GCGR receptors, with no similar products approved in the market [1] - Hubei Yihua has successfully launched its 200,000 tons/year caustic soda project, aimed at upgrading its chlor-alkali chemical industry and enhancing market competitiveness [2] - Ji Min Health announced that its shareholder, Shuangge Group, plans to reduce its stake by up to 3%, equating to a maximum of 15.75 million shares [3] - China Shipbuilding intends to absorb and merge with China Shipbuilding Industry Corporation through a share exchange, with the latter's A-shares set to be delisted on September 5, 2025 [4] - Changfei Fiber reported that its shareholder, Changjiang Communication, plans to reduce its stake by up to 0.15%, totaling no more than 1.1 million shares [5] Group 2: Strategic Collaborations and Developments - Beijing Lier has signed a strategic cooperation agreement with SenseTime and Xiwang Technology to explore AI computing power collaboration and related applications [6] - Junsheng Electronics is collaborating with leading clients like Zhiyuan Robotics, having achieved bulk supply of customized main control boards and various sensors [7][8] - Guoxin Technology has successfully tested a new generation of high-performance chips for automotive electronic BLDC motor control, aimed at addressing the MCU chip shortage in the automotive sector [9] Group 3: Other Corporate Actions - Guoguang Chain's actual controller plans to reduce their stake by up to 2.99%, totaling a maximum of 12.506 million shares [10] - Zhonghuan Hailu has terminated its control change plan, with its stock set to resume trading on September 5, 2025 [11] - Various companies have reported significant project wins, including Ningbo Construction winning contracts worth 1.117 billion yuan [12]