国浩律师（北京）事务所 关于中国船舶重工集团海洋防务与信息对抗股份有限公司 2025 年第三次临时股东会 之 法律意见书 北京 上海 深圳 杭州 天津 昆明 广州 成都 宁波 福州 西安 南京 南宁 济南 重庆 香港 巴黎 马德里 硅谷 地址：北京市朝阳区东三环北路38号泰康金融大厦9层 邮编：100026 电话：010-65890699 传真：010-65176800 网址：http://www.grandall.com.cn 2025 年 11 月 国浩律师（北京）事务所 关于中国船舶重工集团海洋防务与信息对抗股份有限公司 2025年第三次临时股东会之 法律意见书 国浩京证字[2025]第579号 根据中国船舶重工集团海洋防务与信息对抗股份有限公司（下称"公司"）的 委托，并依据《中华人民共和国公司法》（下称"《公司法》"）、《中华人民共 和国证券法》（下称"《证券法》"）和中国证券监督管理委员会发布的《上市公 司股东会规则》（下称"《股东会规则》"）、《上市公司治理准则》（下称"《治 理准则》"）等法律、行政法规、规范性文件以及《中国船舶重工集团海洋防务 与信息对抗股份有限公司章程》（下称"《公司章程》 ...

Core Insights - The maritime equipment sector experienced a decline of 0.46% on November 27, with China Marine Defense leading the drop [1] - The Shanghai Composite Index closed at 3875.26, up 0.29%, while the Shenzhen Component Index closed at 12875.19, down 0.25% [1] Sector Performance - Key stocks in the maritime equipment sector showed mixed performance, with Jianglong Shipbuilding rising by 1.70% to 21.57, while China Marine Defense fell by 3.70% to 29.97 [1] - The trading volume and turnover for Jianglong Shipbuilding were 879,800 shares and 1.898 billion yuan, respectively [1] Capital Flow - The maritime equipment sector saw a net outflow of 186 million yuan from institutional investors, while retail investors contributed a net inflow of 180 million yuan [1] - Detailed capital flow data indicates that China Marine Defense had a net outflow of approximately 46.7 million yuan from retail investors [2]

Core Insights - The marine equipment sector experienced a decline of 3.48% on November 26, with Jianglong Shipbuilding leading the losses [1] - The Shanghai Composite Index closed at 3864.18, down 0.15%, while the Shenzhen Component Index closed at 12907.83, up 1.02% [1] Sector Performance - Major stocks in the marine equipment sector showed significant declines, with Jianglong Shipbuilding down 12.43% and Tianhai Defense down 9.25% [1] - The trading volume and turnover for key stocks were substantial, with China Shipbuilding trading 781,600 shares worth 2.681 billion yuan and Jianglong Shipbuilding trading 952,900 shares worth 2.082 billion yuan [1] Capital Flow - The marine equipment sector saw a net outflow of 1.43 billion yuan from institutional investors, while retail investors contributed a net inflow of 1.154 billion yuan [1] - Individual stock capital flows indicated that Jianglong Shipbuilding had a net outflow of approximately 932.18 million yuan from institutional investors, while retail investors contributed a net inflow of about 1.11 billion yuan [2]

Core Viewpoint - The China Shipbuilding sector has experienced a decline of 0.95% as of the market close on November 25, with major stocks like China Shipbuilding Industry Corporation and ST Emergency showing significant drops [1][2]. Group 1: Market Performance - The China Shipbuilding sector ranked among the top decliners in the market, with notable declines in stocks such as China Shipbuilding Industry Corporation and ST Emergency [1]. - In contrast, two stocks within the sector, Jiuzhiyang and China Power, saw increases of 4.94% and 1.45%, respectively [1]. Group 2: Capital Flow - The China Shipbuilding sector faced a net outflow of 1.092 billion yuan from major funds, with ten stocks experiencing outflows, and seven of those exceeding 30 million yuan [2]. - The stock with the highest net outflow was China Shipbuilding Industry Corporation, which saw a net outflow of 372 million yuan, followed by China Shipbuilding Defense and Jiuzhiyang with outflows of 332 million yuan and 115 million yuan, respectively [2].

Core Viewpoint - China Shipbuilding Industry Corporation (China Haifang) experienced a decline in stock price by 2.05% on November 25, with a trading volume of 1.185 billion yuan and a market capitalization of 23.394 billion yuan [1] Financial Performance - For the period from January to September 2025, China Haifang reported a revenue of 1.925 billion yuan, representing a year-on-year growth of 2.80%, and a net profit attributable to shareholders of 154 million yuan, with a year-on-year increase of 3.43% [2] - The company has distributed a total of 1.202 billion yuan in dividends since its A-share listing, with 360 million yuan distributed over the past three years [2] Stock Market Activity - As of November 25, 2025, China Haifang's stock price increased by 16.49% year-to-date, with a 5-day increase of 11.56% and a 20-day increase of 3.88%, while it has decreased by 10.47% over the past 60 days [1] - The company has appeared on the "Dragon and Tiger List" once this year, with a net purchase of 44.7413 million yuan on November 24, accounting for 8.45% of total trading volume [1] Shareholder Structure - As of September 30, 2025, the number of shareholders for China Haifang was 37,400, an increase of 21.20% from the previous period, with an average of 18,996 circulating shares per person, a decrease of 17.49% [2] - Notable new shareholders include Southern Military Industry Reform Flexible Allocation Mixed A and Fortune CSI Military Industry Leader ETF, holding 8.0416 million shares and 6.4065 million shares respectively [3]

Core Insights - The marine economy sector experienced a significant increase of 3.35% on November 24, with Tianhai Defense leading the gains [1] - The Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1] Marine Economy Sector Performance - Tianhai Defense (300008) saw a closing price of 9.22, with a remarkable increase of 13.13% and a trading volume of 5.6963 million shares, amounting to a transaction value of 4.807 billion [1] - China Marine Defense (600764) closed at 33.61, up 10.02%, with a trading volume of 391,900 shares and a transaction value of 1.282 billion [1] - Southern Road Machinery (603280) also increased by 10.01%, closing at 44.17, with a transaction value of 707 million [1] - Other notable performers included Kaichuang International (600097) and China Water Affairs (000798), both up by 10.01% [1] Capital Flow Analysis - The marine economy sector saw a net inflow of 1.281 billion from main funds, while retail funds experienced a net outflow of 534 million and 747 million respectively [2] - The main funds showed a significant interest in China Shipbuilding (600150) with a net inflow of 569 million, while retail funds had a net outflow of 351 million [3] - China Marine Defense (600764) also attracted main fund inflows of 149 million, but faced retail outflows of 85 million [3]

Core Viewpoint - China Haifang (600764) experienced a significant increase in stock price, reaching the daily limit, with a trading volume of 1.282 billion yuan and a turnover rate of 5.51% [2] Group 1: Stock Performance - The stock's price increased by 9.97%, leading to its listing on the Shanghai Stock Exchange's watch list for price deviation [2] - The stock showed a trading fluctuation of 11.74% throughout the day [2] Group 2: Institutional Activity - Institutional investors net bought 16.5798 million yuan worth of shares, with a total net buying from brokerage seats amounting to 28.1615 million yuan [2] - The top five brokerage seats accounted for a total transaction volume of 172 million yuan, with net buying of 44.7413 million yuan [2][3] Group 3: Capital Flow - The stock saw a net inflow of 14.5 million yuan from major funds, with large orders contributing 13.7 million yuan to this inflow [2] - Over the past five days, the stock has experienced a net inflow of 12.7 million yuan [2] Group 4: Margin Trading Data - As of November 21, the stock's margin trading balance stood at 348 million yuan, with a financing balance of 342 million yuan and a securities lending balance of 5.9206 million yuan [2] - The financing balance increased by 46.6189 million yuan over the past five days, reflecting a growth rate of 15.76% [2] - The securities lending balance decreased by 0.0644 million yuan, showing a decline of 1.08% [2] Group 5: Financial Performance - For the first three quarters, the company reported a revenue of 1.925 billion yuan, representing a year-on-year growth of 2.80% [3] - The net profit for the same period was 154 million yuan, reflecting a year-on-year increase of 3.43% [3]

Group 1 - The core viewpoint of the news is that the China Shipbuilding sector has seen a significant increase, with a rise of 6.63%, making it the top-performing sector on the trading day [1][2] - Within the China Shipbuilding sector, 10 stocks experienced gains, with Jiuzhiyang hitting a 20% limit up, and other notable performers including China Haifang and China Ship Defense, which also reached their daily limit up [1][2] - The sector attracted a net inflow of 1.22 billion yuan from main funds, with eight stocks receiving net inflows, and five stocks exceeding 30 million yuan in net inflows [2] Group 2 - The leading stocks in terms of net inflow include China Shipbuilding with 514 million yuan, followed by China Ship Defense with 425 million yuan, and China Haifang with 145 million yuan [2][3] - The net inflow ratios for major stocks are as follows: China Ship Defense at 15.57%, China Haifang at 11.29%, and China Shipbuilding at 10.23% [3] - The trading performance of key stocks includes China Ship Defense rising by 9.99%, China Haifang by 10.02%, and Jiuzhiyang by 20% [3][4]

Core Insights - The domestic aircraft carrier concept index rose by 3.97%, ranking 8th among concept sectors, with 34 stocks increasing in value, including China Shipbuilding Defense and China Marine Defense reaching their daily limit [1] Group 1: Market Performance - The leading stocks in the domestic aircraft carrier sector included China Shipbuilding Defense, which saw a net inflow of 5.14 billion yuan, followed by China Marine Defense and Haige Communication with net inflows of 4.25 billion yuan and 1.08 billion yuan respectively [1] - The overall net inflow of funds into the domestic aircraft carrier concept was 15.91 billion yuan, with 29 stocks experiencing net inflows [1] Group 2: Stock Performance - The top performers in the domestic aircraft carrier sector included China Shipbuilding, which increased by 3.59%, and China Marine Defense, which surged by 9.99% [2] - The net inflow ratios for leading stocks were as follows: China Shipbuilding Defense at 15.57%, Taihao Technology at 13.23%, and China Marine Defense at 11.29% [2] Group 3: Additional Stock Insights - Other notable stocks included Hailanxin with a 4.34% increase and Guorui Technology with a 7.79% increase, both showing significant trading activity [3][4] - The trading volume and turnover rates for these stocks indicate strong investor interest, particularly in the context of the domestic aircraft carrier sector [3]

AI and Technology - Google has released a new image model, attracting attention in the AI sector [2] - 360, a leader in AI search, has developed the 360 Smart Brain with ten core capabilities and hundreds of detailed functions, reporting a net loss of 120 million in Q3, narrowing from mid-year losses [2] - Jiuxi Software has launched its new generation large model application management platform, Nvwa GPT, which integrates and provides capabilities for large model management and intelligent orchestration [2] Aerospace and Defense - Japan has announced the deployment of missiles in sensitive areas, impacting defense-related companies [2] - Aerospace Power, a subsidiary of the Aerospace Science and Technology Group, has seen stock performance with a recent increase [2] - China Shipbuilding Industry Group, which controls multiple defense-related companies, is the only military ship production base in South China [2] E-commerce and Retail - Alibaba's "Qianwen" app has surpassed 10 million downloads in its first week of public testing [3] - Sanjiang Shopping, the largest local supermarket chain in Zhejiang, has Alibaba as its second-largest shareholder and is involved in the sale of prepared dishes [3] - DataPort, a leading data center company, provides infrastructure solutions and serves major internet companies like Alibaba, Tencent, Baidu, and NetEase [3] Real Estate - Multiple regions have issued notifications to promote the stable and healthy development of the real estate market [5] - Everbright Jiabao, a real estate development company under Everbright Group, focuses on non-performing asset management in Zhejiang [5] Automotive - GAC Group has officially launched its all-solid-state battery pilot production line [5] - Jinlong Automobile, a major bus manufacturer, has partnered with Baidu to produce China's first commercial-grade autonomous micro-circulation vehicle [5] Renewable Energy - Guosheng Technology, a top global manufacturer of heterojunction products, is focusing on high-efficiency solar cells and has plans for a solid-state battery project [6] - Hemei Group's subsidiary is investing in a green hydrogen project with an estimated total investment of around 700 million [6] Food and Beverage - Xinhua Du, a leading e-commerce platform for liquor, has seen stock performance with a recent increase [4] - Hasi Lian, a beauty brand, is focusing on skincare products and has developed a series of medical-grade dressings [5]