北京华泰(上海)律师事务所 关于上海三毛企业(集团)股份有限公司 2025 年第二次临时股东会的 法律意见书 2025 年 11 月 27 日 本所律师依据本法律意见书出具日以前已经发生的事实并基于 本所律师对有关事实的了解和对法律法规的理解发表法律意见。 关于上海三毛企业(集团)股份有限公司 2025 年第二次临时股东会的 法律意见书 上海三毛企业(集团)股份有限公司: 北京华泰(上海)律师事务所(以下简称"本所")接受上海三 毛企业(集团)股份有限公司(以下简称"公司")的委托,指派本 所许竞伟律师、黄奕扬律师出席公司 2025 年第二次临时股东会（以 下简称"本次股东会"）,对本次股东会进行法律见证,并根据《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》《上海证券交易所上市公司自律监管指引第1号 -- 规范运作》 《上海证券交易所股票上市规则》、现行《上海三毛企业(集团)股 份有限公司章程》（以下简称《公司章程》）及其他相关法律、法规 等规范性文件的规定,对本次股东会的召集和召开程序、出席会议人 员的资格、召集人资格、表决程序、表决结果出具法律意见。 本所律师仅就本次股东会的召 ...

| 证券代码：600689 | 证券简称：上海三毛 | | 公告编号：2025-057 | | --- | --- | --- | --- | | 900922 | | 三毛 | B 股 | 上海三毛企业（集团）股份有限公司 2025年第二次临时股东会决议公告 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东会召开的时间：2025 年 11 月 27 日 (二) 股东会召开的地点：上海市黄浦区打浦路 15 号上海中港汇铂 尔曼大酒店 3 楼多功能厅 3 (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 | 98 | | --- | --- | | 其中：A 股股东人数 | 95 | | 境内上市外资股股东人数（B 股） | 3 | | 2、出席会议的股东所持有表决权的股份总数（股） | 54,684,104 | | 其中：A 股股东持有股份总数 | 54,307,304 | | 境内上市外资股股东持有股份总数(B 股) | 376,800 | | 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（%） ...

Market Overview - The comprehensive sector experienced a decline of 2.38% compared to the previous trading day, with Te Li A leading the drop [1] - The Shanghai Composite Index closed at 3875.26, up by 0.29%, while the Shenzhen Component Index closed at 12875.19, down by 0.25% [1] Stock Performance - Notable gainers included: - Tianchen Co., Ltd. (600620) with a closing price of 6.18, up by 0.98% [1] - Nanjing Public Utilities (000421) at 7.12, up by 0.56% [1] - Yueda Investment (600805) at 5.43, up by 0.37% [1] - Significant decliners included: - Te Li A (000025) at 20.07, down by 4.25% [2] - Tai Da Co., Ltd. (000652) at 4.41, down by 3.92% [2] - Hongmian Co., Ltd. (000523) at 3.42, down by 3.66% [2] Capital Flow - The comprehensive sector saw a net outflow of 248 million yuan from main funds, while retail investors contributed a net inflow of 192 million yuan [2] - The main funds' net inflow and outflow for specific stocks included: - Sanmu Group (000632) with a net inflow of 35.25 million yuan [3] - Yatai Group (600881) with a net inflow of 5.03 million yuan [3] - Tianchen Co., Ltd. (600620) with a net outflow of 2.41 million yuan [3]

Core Viewpoint - Shanghai Sanmao Enterprise (Group) Co., Ltd. has initiated bankruptcy liquidation processes for its subsidiaries, Shanghai Yitiao Textile Co., Ltd. and Shanghai Jiayi Venture Investment Co., Ltd., due to financial difficulties and lack of operational activities [2][4]. Group 1: Bankruptcy Liquidation Overview - The company held temporary board meetings on November 4, 2024, and February 17, 2025, to approve the bankruptcy liquidation of its subsidiaries [2]. - Shanghai Yitiao Textile Co., Ltd. was deemed insolvent and applied for bankruptcy liquidation due to long-term inactivity and being unable to meet its debts [2]. - The Shanghai Third Intermediate People's Court accepted the bankruptcy application for Yitiao Company in March 2025 and declared it bankrupt in November 2025 [3]. Group 2: Financial Impact - The company received a compensation amount of 47,535.60 yuan from the bankruptcy management of Yitiao Company [4]. - The bankruptcy liquidation of Yitiao Company has been completed, and it has not been included in the company's consolidated financial statements since April 2025. The company had already made full provisions for bad debts related to Yitiao [7]. - The bankruptcy of Jiayi Company is still in process, with the court yet to appoint a bankruptcy manager. The company has also made full provisions for bad debts related to Jiayi, and its exit from the consolidated financial statements is not expected to significantly impact the company's financial performance [8].

Group 1 - The company Shanghai Sanmao announced the convening of temporary board meetings on November 4, 2024, and February 17, 2025, to review the bankruptcy liquidation matters of its subsidiaries, Shanghai Yitiao Textile Co., Ltd. and Shanghai Jiayi Venture Investment Co., Ltd. [1] - The bankruptcy liquidation process for Shanghai Yitiao Textile Co., Ltd. has been completed as of the announcement date [1]. - The court has accepted the company's bankruptcy liquidation application for Jiayi Company, but a bankruptcy administrator has not yet been appointed [1]. Group 2 - Once the court appoints a bankruptcy administrator for Jiayi Company, the company will lose control over it and will no longer consolidate it into its financial statements [1].

| | | 上海三毛企业（集团）股份有限公司 关于子公司破产清算事项的进展公告 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 担个别及连带责任。 一、事项概述 上海三毛企业（集团）股份有限公司（以下简称"公司"）分别 于 2024 年 11 月 4 日及 2025 年 2 月 17 日召开临时董事会，审议通过 关于上海伊条纺织有限公司（以下简称"伊条公司"）及上海嘉懿创 业投资有限公司（以下简称"嘉懿公司"）破产清算的相关事宜。概 况如下： （1）伊条公司 2024 年 11 月 4 日，公司召开第十一届董事会 2024 年第二次临 时会议，审议通过《关于公司控股子公司申请破产清算的议案》，因 伊条公司长期无生产经营活动且处于资不抵债的状况，同意伊条公司 向法院申请破产清算。 2025 年 3 月，上海市第三中级人民法院裁定受理伊条公司的破 产清算申请，并依法指定破产管理人。 2025 年 11 月，上海市第三中级人民法院裁定宣告伊条公司破产， 并对债权人会议通过的破产清算财产分配方案予以认可。 2025 年 11 月，公司收到伊条公司 ...

Market Overview - On November 21, the Chongqing state-owned enterprise reform sector fell by 2.76% compared to the previous trading day, with Yuzhong Sanxia A leading the decline [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Stock Performance - Notable stock performances include: - Shanghai Sanmao (600689) closed at 14.35, up 0.49% with a trading volume of 65,500 shares and a turnover of 93.68 million yuan [1] - Yuzhong Sanxia A (000565) closed at 7.15, down 6.04% with a trading volume of 214,100 shares [2] - Chongqing Port (600279) closed at 5.01, down 5.29% with a trading volume of 188,900 shares [2] Capital Flow - The Chongqing state-owned enterprise reform sector experienced a net outflow of 191 million yuan from main funds, while retail funds saw a net inflow of 119 million yuan [2] - The capital flow for individual stocks shows: - Chuan Yi Co. (603100) had a main fund net inflow of 15.78 million yuan [3] - Shanghai Sanmao (600689) had a main fund net inflow of 6.36 million yuan [3] - Chongqing Water (601158) had a main fund net inflow of 1.68 million yuan [3]

Market Overview - On November 21, the comprehensive sector declined by 5.33% compared to the previous trading day, with Sanmu Group leading the decline [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Stock Performance - Sanmu Group (code: 000632) saw a significant drop of 9.93%, closing at 6.71 with a trading volume of 457,500 shares and a transaction value of 307 million [2] - Other notable declines included Zhangzhou Development (code: 000753) down 9.39% and Yuegui Co. (code: 000833) down 9.20% [2] - The trading volume and transaction values for various stocks indicate a broad market downturn, with significant losses across multiple sectors [2] Capital Flow - The comprehensive sector experienced a net outflow of 629 million in main funds, while retail investors saw a net inflow of 576 million [2][3] - The data indicates that while institutional investors were pulling out, retail investors were still actively buying into the market [2][3] Individual Stock Capital Flow - For Tai Da Co. (code: 000652), the main funds had a net inflow of 9.1551 million, while retail investors had a net outflow of 1.33192 million [3] - Shanghai Sanmao (code: 600689) also saw a net inflow of 6.3640 million from main funds, but retail investors had a net outflow of 810.96 thousand [3] - The capital flow data suggests varying investor sentiment, with some stocks attracting institutional interest while others faced retail selling pressure [3]

Market Overview - On November 18, the comprehensive sector declined by 1.44%, with Zhangzhou Development leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - Zhangzhou Development (code: 000753) saw a significant drop of 9.97%, closing at 9.57, with a trading volume of 1,003,600 shares and a transaction value of 9.85 billion [2] - Other notable declines included Sanmu Group (code: 000632) down 9.94% and Yatai Group (code: 600881) down 4.63% [2] - In contrast, Teli A (code: 000025) increased by 1.14%, closing at 19.45 [1] Capital Flow - The comprehensive sector experienced a net outflow of 537 million in main funds, while retail investors saw a net inflow of 401 million [2] - The main funds showed a net inflow in East Sunshine (code: 600673) of 20.97 million, while significant outflows were noted in Shanghai Sanmao (code: 600689) with a net outflow of 9.19 million [3] Individual Stock Analysis - East Sunshine (code: 600673) had a net inflow of 20.97 million from main funds, but a net outflow of 25.21 million from retail investors [3] - Teda Co. (code: 000652) recorded a net inflow of 3.64 million from main funds, while retail investors had a net outflow of 8.44 million [3] - Red Cotton Co. (code: 000523) experienced a net outflow of 9.00 million from main funds but a net inflow of 17.04 million from retail investors [3]

Market Overview - On November 17, the comprehensive sector declined by 0.02% compared to the previous trading day, with the Shanghai Composite Index closing at 3972.03, down 0.46%, and the Shenzhen Component Index closing at 13202.0, down 0.11% [1]. Stock Performance - Notable gainers included: - Sanmu Group (Code: 000632) with a closing price of 8.75, up 10.06%, and a trading volume of 2.1011 million shares, totaling 1.789 billion yuan in transaction value [1]. - Zhangzhou Development (Code: 000753) closed at 10.63, up 2.80%, with a trading volume of 1.4222 million shares, amounting to 1.538 billion yuan [1]. - Significant decliners included: - Nanjing Xinbai (Code: 600682) closed at 8.76, down 4.58%, with a trading volume of 907.5 thousand shares, totaling 803 million yuan [2]. - Nanjing Public Utilities (Code: 000421) closed at 7.65, down 4.37%, with a trading volume of 384.5 thousand shares, amounting to 297 million yuan [2]. Capital Flow - The comprehensive sector experienced a net outflow of 581 million yuan from institutional funds, while retail investors saw a net inflow of 440 million yuan [2]. - The net inflow from speculative funds was 141 million yuan [2]. Individual Stock Capital Flow - Key stocks with notable capital flow include: - Taida Co. (Code: 000652) had a net inflow of 29.9339 million yuan from institutional funds, while retail investors had a net outflow of 16.9539 million yuan [3]. - Dongyangguang (Code: 600673) saw a net inflow of 9.5978 million yuan from institutional funds, with a net outflow of 39.8814 million yuan from retail investors [3]. - Other stocks like Hongmian Co. (Code: 000523) and Tianchen Co. (Code: 600620) also showed mixed capital flows, with varying degrees of net inflows and outflows from different investor categories [3].