上海市通力律师事务所 关于厦门国贸集团股份有限公司 回购注销 2022 年限制性股票激励计划部分限制性股票 的法律意见书 致: 厦门国贸集团股份有限公司 敬启者: 上海市通力律师事务所(以下简称"本所")受厦门国贸集团股份有限公司(以下简称"厦 门国贸"或"公司")委托, 指派翁晓健律师、孙文律师(以下简称"本所律师")作为公司特 聘专项法律顾问, 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》")、中国证券监督管理委员会(以下简称"中国证监会") 发布的《上市公司股权激励管理办法》(以下简称"《管理办法》")、《国有控股上市公司(境 内)实施股权激励试行办法》(以下简称"《试行办法》")、《关于规范国有控股上市公司实施 股权激励制度有关问题的通知》(国资发分配[2008]171 号)等法律、行政法规和其他规范性 文件(以下简称"法律、法规和规范性文件")和《厦门国贸集团股份有限公司章程》(以下简 称"《公司章程》")的有关规定, 就公司回购注销 2022 年限制性股票激励计划(以下简称 "2022 年激励计划")部分限制性股票(以下简称"本次回购注销 ...

Group 1: Liquidity and Fund Performance - The cash flow ETF managed by Jiashi has a turnover rate of 2.1% with a transaction volume of 24.85 million yuan [2] - Over the past month, the average daily transaction volume of the cash flow ETF reached 56.18 million yuan [2] - In the last two weeks, the cash flow ETF saw a significant scale increase of 324 million yuan, ranking first among comparable funds [2] - The fund's shares increased by 25.5 million shares in the last two weeks, indicating substantial growth [2] - In the last ten trading days, the cash flow ETF attracted a total of 301 million yuan in inflows [2] Group 2: Top Holdings and Index Composition - As of July 31, 2025, the top ten weighted stocks in the Guozheng Free Cash Flow Index include SAIC Motor, China National Offshore Oil, Midea Group, Gree Electric Appliances, Luoyang Molybdenum, China Aluminum, Xiamen International Trade, Shanghai Electric, Chint Electric, and China Power, collectively accounting for 57.66% of the index [2] Group 3: Market Trends and Investment Strategies - According to Zhongtai Securities, the current low-risk interest rates and policies enhancing cash flow visibility have made coal stocks with high dividend yields (5%-10%) more attractive to investors [4] - The Social Security Fund's contributions and state-owned asset revitalization policies further support this trend by stabilizing costs and enhancing the value of high-dividend assets [4] - The market is currently prioritizing dividend returns over cyclical resilience, leading to a defensive allocation of funds [4] - Guotai Haitong notes that current policies are tightening capital outflows through stricter regulations, promoting dividends through both encouragement and mandatory measures [5] - The regulatory environment is improving shareholder returns, with the potential for a systematic increase in the valuation of the CSI 300 index, particularly benefiting high-quality blue-chip stocks with stable cash flows and high dividend capabilities [5]

Group 1 - The core viewpoint of the news highlights the strong performance of dividend assets, particularly bank stocks, amidst a low interest rate environment, with a consensus on their long-term investment value [1][2] - As of August 18, 2025, 121 listed companies have announced cash dividend plans totaling 108.6 billion yuan, indicating a robust trend in mid-year dividends [1] - The China Securities Index Company notes that the dividend distribution characteristics this year include an increase in the number of companies distributing dividends, larger scales, a higher proportion of net profits, and enhanced sustainability and predictability [1] Group 2 - The CSI State-Owned Enterprises Dividend Index (000824) tracks 100 listed companies with high cash dividend yields and stable distributions, reflecting the overall performance of high-dividend securities among state-owned enterprises [2] - As of July 31, 2025, the top ten weighted stocks in the CSI State-Owned Enterprises Dividend Index account for 16.77% of the index, with significant contributors including COSCO Shipping Holdings (601919) and Jizhong Energy (000937) [2][4] - The National State-Owned Enterprises Dividend ETF (159515) closely follows the CSI State-Owned Enterprises Dividend Index, indicating a growing interest in dividend-focused investment products [2][4]

证券之星消息，8月19日，厦门国贸（600755）融资买入1591.06万元，融资偿还1185.63万元，融资净买 入405.42万元，融资余额5.37亿元，近3个交易日已连续净买入累计1261.85万元。 | 交易日 | 融资净买入(元) | 融资余额(元) | 占流通市值比 | | --- | --- | --- | --- | | 2025-08-19 | 405.42万 | 5.37亿 | 4.01% | | 2025-08-18 | 704.79万 | 5.33亿 | 3.98% | | 2025-08-15 | 151.63万 | 5.27亿 | 3.94% | | 2025-08-14 | -718.41万 | 5.25 Z | 3.97% | | 2025-08-13 | 476.29万 | 5.33亿 | 3.98% | 融券方面，当日融券卖出1900.0股，融券偿还1100.0股，融券净卖出800.0股，融券余量22.21万股。 | 交易日 | 融券冷卖出(股) | | 副券会重(股) | 融券余额(元) | | --- | --- | --- | --- | --- | | 2025-0 ...

Core Insights - The Guozheng Free Cash Flow Index has increased by 0.50% as of August 20, 2025, with leading stocks including Yuntianhua, Mould Technology, Mulinsen, Jiejia Weichuang, and Baiyin Nonferrous Metals [1] - The Free Cash Flow ETF (159201) has risen by 0.55%, with a latest price of 1.09 yuan, and has seen a turnover rate of 1.76% with a transaction volume of 68.6096 million yuan [1] - Over the past week, the Free Cash Flow ETF has averaged a daily transaction volume of 343 million yuan, ranking first among comparable funds [1] Fund Performance - As of August 19, 2025, the Free Cash Flow ETF has achieved a net value increase of 8.74% over the past six months [2] - The ETF's highest single-month return since inception is 3.62%, with the longest consecutive monthly gain being three months and a maximum increase of 9.05% [2] - The ETF has a monthly profit percentage of 80.00% and a historical six-month holding profit probability of 100.00% [2] Fund Metrics - The management fee for the Free Cash Flow ETF is 0.15%, and the custody fee is 0.05%, making it the lowest among comparable funds [2] - The tracking error for the ETF over the past month is 0.040%, indicating the highest tracking precision among comparable funds [2] - The ETF closely tracks the Guozheng Free Cash Flow Index, which reflects the price changes of listed companies with high and stable free cash flow levels [2] Top Holdings - The top ten weighted stocks in the Guozheng Free Cash Flow Index account for 57.66% of the index, including SAIC Motor, China National Offshore Oil, Midea Group, and Gree Electric [2][4] - The weightings of the top stocks are as follows: SAIC Motor (10.18%), China National Offshore Oil (9.81%), Midea Group (9.28%), and Gree Electric (7.56%) [4]

Group 1 - The article highlights the importance of futures markets in managing risks and facilitating cross-border trade, particularly in the context of changing global trade dynamics [1][4] - Xiamen Guomao Petrochemical successfully negotiated a PTA order by utilizing futures contracts to secure pricing and protect profit margins amid market uncertainties [1][2] - Xiamen Jianfa leveraged futures tools for risk management in their procurement of Australian rapeseed meal, demonstrating the effectiveness of basis trading in volatile markets [1][2] Group 2 - The article discusses how the use of options by Wucai Zhongda Chemical Group provided a "double insurance" against shipping disruptions and price fluctuations in their Ukrainian rapeseed meal imports [3] - The active trading of futures contracts on the Zhengzhou Commodity Exchange enhances risk management capabilities for companies engaged in bulk commodity trading [3][4] - The acceptance of "Chinese prices" by foreign enterprises is driven by China's significant role in global commodity consumption and trade, as well as the ability for these enterprises to hedge risks directly in the Chinese futures market [3][4]

Core Viewpoint - The restructuring of global supply chains and the volatility of commodity prices have made risk management crucial for the survival and development of enterprises, as well as for the stability of the national economy [1] Group 1: Risk Management Trends - There is an increasing awareness among Chinese listed companies regarding risk management, particularly in the context of complex economic conditions and significant commodity price fluctuations [2] - Manufacturing companies are the main participants in the futures market for hedging, particularly in sectors like chemicals and agricultural products [2] - The trend towards systematic, refined, and globalized risk management is becoming more pronounced among listed companies [2][4] Group 2: Tools and Strategies - Futures and derivatives are becoming indispensable tools for risk management, with both on-exchange and off-exchange markets complementing each other [5] - The total hedging amount announced by A-share listed companies in 2024 is approximately 34 trillion yuan, with commodity hedging amounting to about 289 billion yuan [3] - The use of options is increasing, with off-exchange options offering advantages in terms of variety and flexibility compared to on-exchange options [5] Group 3: Compliance and Internal Control - Compliance is essential for risk management, serving as a "safety barrier" for enterprises [6] - Effective internal control systems are necessary for managing futures and derivatives trading, ensuring that risk management aligns with the core business objectives [7] - Companies should establish a comprehensive internal control system to enhance their risk management capabilities and ensure the smooth execution of hedging transactions [6][7]

■ ● 累计担保情况 ■ 公司下属全资子公司上海远盛仓储有限公司（以下简称"上海远盛"）由于业务开展的需要，拟向上海期 货交易所（以下简称"上期所"）申请恢复天然橡胶、纸浆交割仓库资质，新增热轧卷板交割仓库资质。 根据上期所规定，公司为上海远盛出具相关担保函，担保金额为6亿元。 （二）内部决策程序 公司于2025年1月20日召开2025年第一次临时股东大会，审议通过了《关于2025年度担保额度预计的议 案》，同意公司2025年度担保总额度不超过1,850亿元（折合人民币，下同），其中：为公司、全资子 公司及控股子公司担保总额不超过1,795亿元；为部分需要按照股比提供担保的参股公司（包含2025年 预计新设参股公司）预留担保总额不超过5亿元；为公司开展应收账款资产支持计划提供流动性支持、 差额补足等增信措施，额度20亿元；为公司开展供应链资产证券化业务提供增信措施，额度30亿元。同 时，授权董事会并同意董事会授权经理层及其授权人士签署相关担保文件。上述额度及授权的期限自本 次股东大会审议批准之日起至公司股东大会审议2026年度对外担保的议案之日止。（详见公司2025-02 号公告） 本公司董事会及全体董事保证 ...

Summary of Conference Call on Supply Chain Logistics Industry Overview - The bulk supply chain industry is transitioning from profit margin generation to diversified services, with leading companies creating differentiated value through additional services and integrated upstream and downstream offerings [1][2] - The macroeconomic downturn has led to weak demand, putting pressure on prices of agricultural products, metals, and energy chemicals, resulting in increased market concentration towards leading firms [1][3] Key Insights - Leading companies like Xiamen Guomao have seen an increase in market penetration, but their profitability is still affected by macroeconomic conditions [1][4] - Xiamen Guomao has improved its operational quality by optimizing its business structure and utilizing futures hedging to mitigate demand-side pressures [1][5] - The performance of bulk supply chain companies is directly influenced by commodity price trends; rising prices enhance turnover and profitability, while falling prices have the opposite effect [1][6] Financial Performance - Xiamen Guomao's gross margin has improved by eliminating low-profit businesses and increasing the proportion of high-margin products [1][5] - The company has maintained a high dividend level, with a commitment to distribute 30% of its net profit to shareholders annually, often exceeding this amount [1][8] Future Projections - Future net profit forecasts for Xiamen Guomao are 1.24 billion, 1.58 billion, and 1.89 billion yuan for 2025, 2026, and 2027, respectively, with corresponding low price-to-earnings ratios of 11, 8.6, and 7.2 [1][9] - The company is expected to benefit from a cyclical demand recovery and improvements in operational quality, indicating high investment value [1][9] Market Trends - The bulk supply chain industry is witnessing a shift from margin-based business models to diversified service offerings, with leading players expanding market share despite economic challenges [1][10] - If demand rebounds, it could significantly enhance performance elasticity for companies like Xiamen Guomao [1][11] - Investors are beginning to position themselves in cyclical recovery sectors such as chemical logistics and general supply chains, with companies like Milkway and Hongchuan Wisdom showing improved operational quality [1][12] Additional Considerations - Evaluating the operational quality of bulk supply chain companies requires a comprehensive approach, considering gross margins and futures hedging gains [1][7] - The overall market sentiment is cautious, with a focus on potential demand reversals that could impact pricing and profitability [1][12]

证券日报网讯 8月18日晚间，厦门国贸发布公告称，公司下属全资子公司上海远盛由于业务开展的需 要，拟向上海期货交易所申请恢复天然橡胶、纸浆交割仓库资质，新增热轧卷板交割仓库资质。根据上 期所规定，公司为上海远盛出具相关担保函，担保金额为6亿元。截至2025年7月31日，公司对外担保发 生总额为1，272.45亿元，占公司2024年经审计归属于上市公司股东的净资产的385.24%。 （文章来源：证券日报） ...