T&P 天阳律师事务所 友好集团 2025年第二次临时股东大会 新疆天阳律师事务所 关于 新疆友好(集团)股份有限公司 二〇二五年第二次临时股东大会 法律意见书 天阳证股字[2025]第 44 号 二〇二五年十一月 地址:新疆乌鲁木齐市水磨沟区红光山路 888 号绿城广场写字楼 2A座 7层 1 T&P 天阳律师事务所 友好集团 2025年第二次临时股东大会 新疆天阳律师事务所 关于新疆友好(集团)股份有限公司 二〇二五年第二次临时股东大会 新疆天阳律师事务所 法律意见书 天阳证股字[2025]第 44 号 致:新疆友好(集团)股份有限公司 新疆天阳律师事务所(以下简称"本所")接受新疆友好(集团)股份 有限公司〈以下简称"公司"）的委托,委派本所李大明律师、邵丽娅律师 列席公司 2025年第二次临时股东大会,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》和《新疆友好(集团)股份有限公司章程》(以下 简称"《公司章程》"),按照律师行业公认的业务标准、道德规范和勤勉 尽责精神,对有关的文件和事实进行核查与验证,并出具法律意见。 ...

Core Viewpoint - The company announced the resignation of director Fan Tiefu due to work adjustment reasons, effective November 13, 2025 [1] Group 1 - The board of directors received a written resignation report from director Fan Tiefu [1] - The resignation is attributed to work adjustment reasons [1]

新疆友好（集团）股份有限公司 2025 年第二次临时股东大会会议资料 新疆友好（集团）股份有限公司 2025 年第二次临时股东大会 会议资料 2025 年 11 月 新疆友好（集团）股份有限公司 2025 年第二次临时股东大会会议资料 目 录 | 会议议程 | | 2 | | --- | --- | --- | | 会议须知 | | 3 | | 议案 | 1：关于取消监事会并修订《公司章程》的议案 5 | | | 议案 | 2：关于修订、制定公司部分治理制度的议案 29 | | | 议案 | 3：关于增补公司非独立董事的议案 30 | | 1 新疆友好（集团）股份有限公司 2025 年第二次临时股东大会会议资料 新疆友好（集团）股份有限公司 2025 年第二次临时股东大会会议议程 一、会议时间： 1、现场会议召开时间为：2025 年 11 月 14 日上午 11:00（会议签到时间为 上午 10:30-11:00）（北京时间）。 2、网络投票的系统、起止日期和投票时间： ①网络投票系统：上海证券交易所股东大会网络投票系统 ②网络投票起止时间：自 2025 年 11 月 14 日至 2025 年 11 月 14 ...

Market Overview - The primary economic sector increased by 0.2% compared to the previous trading day, with Lansheng Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3997.56, down 0.25%, while the Shenzhen Component Index closed at 13404.06, down 0.36% [1] Stock Performance - Lansheng Co., Ltd. (600826) closed at 11.54, up 3.04% with a trading volume of 188,100 shares and a transaction value of 216 million [1] - Wangfujing (600859) closed at 14.63, up 2.45% with a trading volume of 486,100 shares and a transaction value of 709 million [1] - Other notable stocks include Fengshang Culture (300860) at 27.85, up 0.83%, and Wushang Group (000501) at 10.01, up 0.70% [1] Capital Flow - The primary economic sector experienced a net outflow of 35.91 million from institutional investors, while retail investors saw a net inflow of 43.49 million [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors increased their positions [2] Individual Stock Capital Flow - Lansheng Co., Ltd. had a net inflow of 36.59 million from institutional investors, but a net outflow of 24.27 million from retail investors [3] - Wangfujing experienced a net outflow of 27.09 million from institutional investors, while retail investors contributed a net inflow of 6.26 million [3] - Other stocks like Fengshang Culture and Wushang Group also showed varied capital flows, indicating differing investor sentiments across the sector [3]

Market Overview - The primary economic sector increased by 0.22% compared to the previous trading day, with *ST Yazhen leading the gains [1] - The Shanghai Composite Index closed at 3960.19, down 0.41%, while the Shenzhen Component Index closed at 13175.22, down 1.71% [1] Stock Performance - *ST Yazhen (603389) closed at 44.54, up 5.00% with a trading volume of 33,400 hands and a transaction value of 146 million yuan [1] - Other notable performers included: - Lansheng Co. (600826) at 11.39, up 1.52% [1] - Dafen Industrial (603081) at 13.40, up 1.13% [1] - Youhao Group (600778) at 6.87, up 1.03% [1] - Conversely, stocks like Fengshang Culture (300860) and Liard (300296) saw declines of 3.12% and 2.60%, respectively [2] Capital Flow - The primary economic sector experienced a net outflow of 167 million yuan from main funds, while retail investors saw a net inflow of 127 million yuan [2] - The capital flow for specific stocks showed: - Wangfujing (600859) had a main fund net inflow of 7.67 million yuan but a net outflow from retail investors of 749.98 million yuan [3] - Lansheng Co. (600826) had a main fund net inflow of 3.35 million yuan but a net outflow from retail investors of 932.98 million yuan [3]

Market Overview - The primary economic sector increased by 0.05% compared to the previous trading day, with Fengshang Culture leading the gains [1] - The Shanghai Composite Index closed at 3976.52, up 0.55%, while the Shenzhen Component Index closed at 13404.06, up 0.19% [1] Stock Performance - Fengshang Culture (300860) closed at 28.84, rising by 7.69% with a trading volume of 78,200 shares and a transaction value of 223 million [1] - Yaowang Technology (002291) closed at 6.95, increasing by 5.30% with a trading volume of 938,800 shares and a transaction value of 644 million [1] - Other notable performers include: - Yaojie Jumi (300795) at 14.15, up 2.39% [1] - Electric Sound Co. (300805) at 11.72, up 2.09% [1] - Youhao Group (600778) at 6.80, up 1.49% [1] Capital Flow - The primary economic sector experienced a net outflow of 66.96 million from main funds, while retail funds saw a net inflow of 47.87 million [2] - The sector's overall capital flow indicates a mixed sentiment among investors, with main funds withdrawing while retail investors are buying [2] Individual Stock Capital Flow - Fengshang Culture had a net inflow of 27.73 million from main funds, but saw outflows from both retail and speculative funds [3] - Yaowang Technology experienced a net inflow of 15.60 million from main funds, with outflows from speculative funds [3] - Electric Sound Co. had a net inflow of 4.61 million from main funds, but significant outflows from speculative funds [3]

Core Points - The Shanghai Composite Index is currently at 3942.98 points, slightly down by 0.30%, with a total trading volume of 1063.825 billion yuan [1] - As of today, 61 A-shares have surpassed their annual moving average, with notable stocks showing significant deviation rates [1] Summary by Category Stock Performance - The stocks with the highest deviation rates from their annual moving average include: - Deer Chemical (12.02% deviation) - Fushi Holdings (11.06% deviation) - Meirui New Materials (9.48% deviation) [1] - Other stocks that have just crossed the annual moving average with smaller deviation rates include: - COFCO Technology - Zhaoxun Media - Tianwei Foods [1] Trading Data - The trading data for stocks that broke through the annual moving average on November 3 includes: - Deer Chemical: 17.97% increase, 15.25% turnover rate, latest price at 15.69 yuan - Fushi Holdings: 13.58% increase, 24.42% turnover rate, latest price at 5.77 yuan - Meirui New Materials: 19.99% increase, 17.16% turnover rate, latest price at 18.97 yuan [1]

Core Viewpoint - Youhao Group, established in 1993 and listed in 1996, is a leading enterprise in the commercial retail sector in Xinjiang, with advantages in regional branding and full industry chain [1] Group 1: Business Performance - In Q3 2025, Youhao Group reported revenue of 1.176 billion yuan, ranking 12th among 15 companies in the industry [2] - The company's main business, commercial retail and catering, accounted for 87.14% of total revenue, amounting to 685 million yuan [2] - Net profit for the same period was 10.08 million yuan, placing it 14th in the industry [2] Group 2: Financial Ratios - As of Q3 2025, Youhao Group's debt-to-asset ratio was 92.91%, a slight decrease from 93.66% year-on-year, but still significantly higher than the industry average of 52.55% [3] - The gross profit margin was 28.82%, down from 29.55% year-on-year and below the industry average of 31.16% [3] Group 3: Executive Compensation - The chairman, Li Hongsheng, received a salary of 373,500 yuan in 2024, while the general manager, Jiang Sheng, earned 680,000 yuan, an increase of 81,800 yuan from 2023 [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 7.84% to 31,800 [5] - The average number of circulating A-shares held per shareholder decreased by 7.27% to 9,771.88 [5]

Core Insights - Youhao Group (600778.SH) reported its Q3 2025 results on October 30, 2025, highlighting a total of 5 institutional investors holding shares, amounting to 121 million shares, which represents 38.99% of the total share capital [1][1][1] - The institutional holding percentage decreased by 0.54 percentage points compared to the previous quarter [1] - A total of 24 public funds were not disclosed in this period compared to the last quarter, including notable funds such as GF Quantitative Multi-Factor Mixed A and Huaxia Ruipan Taili Mixed A [1] - UBS AG was the foreign institution that was not disclosed in this period compared to the previous quarter [1]

Core Viewpoint - Xinjiang Youhao Group has revised its articles of association to enhance corporate governance, adapt to market demands, and improve operational efficiency and transparency [1][5]. Group 1: Corporate Governance Structure - The board of directors will consist of 9 members, including 1 employee representative, with 2 independent directors who must have accounting backgrounds [2]. - The board will establish four specialized committees: audit, strategy, nomination, and remuneration & assessment, with the audit committee taking over the responsibilities of the supervisory board [2]. - Shareholders holding 1% or more of shares can propose temporary motions, while those with 10% or more can call for temporary shareholder meetings [2]. Group 2: Business Expansion - The company has significantly expanded its business scope, now including over 20 licensed activities such as food sales, pharmaceutical retail, catering services, and transportation [3]. - New general projects include internet sales (excluding licensed goods), housing leasing, advertising design, and conference exhibition services, totaling over 40 new activities [3]. Group 3: Financial and Profit Distribution Policies - The statutory reserve fund will be set at 10% of after-tax profits, with no further contributions required once it exceeds 50% of registered capital [4]. - Cash dividends will be prioritized when profits are positive, with a minimum of 30% of the average distributable profit over the last three years allocated for cash dividends [4]. - The audit committee will be responsible for hiring accounting firms to ensure the accuracy and completeness of financial information [4]. Group 4: Shareholder Constraints - New restrictions prevent controlling shareholders from misusing company funds or engaging in unfair related-party transactions [5]. - Share pledges must maintain control stability, and any share transfers must adhere to lock-up commitments [5]. - If directors or executives are instructed to engage in harmful actions, they will be jointly liable with the relevant parties [5].