北京德恒（杭州）律师事务所 关于 浙江浙能燃料集团有限公司及其一致行动人 免于发出要约事宜之 法律意见书 浙江省杭州市上城区新业路 200 号华峰国际商务大厦 10-11 楼 电话:0571-86508080 传真:0571-87357755 邮编:310016 | 释 义 2 | | --- | | 一、 收购人及其一致行动人的主体资格 5 | | 二、本次收购属于《收购管理办法》规定的免于发出要约的情形 9 | | 三、本次收购履行的相关批准程序 10 | | 四、本次收购是否存在或者可能存在法律障碍 11 | | 五、本次收购有关的信息披露 11 | | 六、收购人在本次收购中不存在证券违法行为 11 | | 七、结论意见 11 | 北京德恒（杭州）律师事务所 关于浙江浙能燃料集团有限公司及其一致行动人 免于发出要约事宜之法律意见书 释 义 在本法律意见书中，除非文义另有所指，以下词语具有下述含义： | 上市公司、宁波海运 | 指 | 宁波海运股份有限公司 | | --- | --- | --- | | 收购人、浙能燃料 | 指 | 浙江浙能燃料集团有限公司 | | 一致行动人 | 指 | 浙江省能源集 ...

Core Insights - The shipping and port sector experienced a rise of 0.51% on November 28, with Phoenix Shipping leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Stock Performance - Phoenix Shipping (000520) closed at 4.94, with an increase of 8.33% and a trading volume of 784,900 shares, amounting to a transaction value of 381 million yuan [1] - Haitong Development (603162) saw a closing price of 12.19, up 6.93%, with a trading volume of 646,000 shares [1] - Xiamen Port Authority (000905) closed at 10.81, up 6.08%, with a trading volume of 404,300 shares [1] - Other notable performers include Xingtong Co. (603209) with a 4.00% increase and Haixia Co. (002320) with a 3.09% increase [1] Capital Flow - The shipping and port sector saw a net inflow of 318 million yuan from institutional investors, while retail investors experienced a net outflow of 297 million yuan [2] - The main capital inflow was concentrated in stocks like Haitong Development and Zhongyuan Marine Energy, with significant net inflows of 107 million yuan and 74 million yuan respectively [3] - Conversely, retail investors showed a net outflow in several stocks, including Phoenix Shipping and Haixia Co. [3]

Core Viewpoint - Ningbo Marine Co., Ltd. is set to hold a Q3 2025 performance briefing on December 10, 2025, to discuss its operational results and financial status with investors [2][3]. Group 1: Meeting Details - The performance briefing will take place on December 10, 2025, from 15:00 to 16:00 [4][5]. - The meeting will be conducted in an interactive online format via the Shanghai Stock Exchange Roadshow Center [3][5]. - Investors can participate by logging into the Roadshow Center website during the scheduled time [4][5]. Group 2: Investor Participation - Investors can submit questions for the briefing from December 3, 2025, to December 9, 2025, by accessing the "Question Pre-collection" section on the Roadshow Center website or via the company's email [2][6]. - The company will address commonly asked questions during the briefing [2][3]. Group 3: Key Personnel - Key participants in the briefing will include Chairman Dong Jun, General Manager Zhou Haojie, Secretary of the Board Fu Weiqin, CFO Dai Jinping, and Independent Director Wang Duanxu [4].

证券代码：600798 证券简称：宁波海运 公告编号：2025-043 宁波海运股份有限公司 关于召开 2025 年第三季度业绩说明会的公告 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。 总经理：周浩杰先生 董事会秘书：傅维钦先生 重要内容提示： 宁波海运股份有限公司（以下简称"公司"）已于 2025 年 10 月 29 日发布公司 2025 年第三季度报告，为便于广大投资者更全面深入 地了解公司 2025 年第三季度经营成果、财务状况，公司计划于 2025 年 12 月 10 日（星期三）15:00-16:00 举行 2025 年第三季度业绩说 明会，就投资者关心的问题进行交流。 1 会议召开时间：2025 年 12 月 10 日 （星期三） 15:00-16:00 会议召开地点：上海证券交易所上证路演中心（网址： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2025 年 12 月 03 日（星期三）至 12 月 09 日（星 期二）16:00 前登录上证路 ...

Core Points - The shipping and port sector experienced a decline of 2.14% on November 21, with HNA Technology leading the drop [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] Sector Performance - HNA Technology (600751) closed at 3.94, down 9.84% with a trading volume of 1.0427 million shares and a turnover of 427 million yuan [1] - Xiamen Port (000905) closed at 10.18, down 7.45% with a trading volume of 536,200 shares and a turnover of 559 million yuan [1] - Phoenix Shipping (000520) closed at 4.35, down 5.64% with a trading volume of 296,900 shares and a turnover of 132 million yuan [1] - Other notable declines include Antong Holdings (600179) down 5.54%, Chongqing Port (600279) down 5.29%, and Ningbo Shipping (600798) down 4.96% [1] Capital Flow - The shipping and port sector saw a net outflow of 751 million yuan from main funds, while retail funds had a net inflow of 483 million yuan [1] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors showed interest [1] Individual Stock Capital Flow - North Bay Port (000582) had a main fund net inflow of 25.71 million yuan, while retail funds saw a net outflow of 23.22 million yuan [2] - COSCO Shipping Energy (600026) experienced a main fund net inflow of 18.80 million yuan, but retail funds had a net outflow of 25.41 million yuan [2] - Shanghai Port Group (600018) had a main fund net inflow of 5.09 million yuan, with retail funds also showing a net outflow of 5.47 million yuan [2]

Core Insights - The shipping and port sector experienced a decline of 1.97% on November 18, with Haitong Development leading the drop at -10.02% [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 - Haitong Development (603162) closed at 11.77, down 10.02% with a trading volume of 512,000 shares and a transaction value of 621 million yuan [1] - Xiamen Port Authority (000905) closed at 11.58, down 8.53% with a trading volume of 1,003,100 shares and a transaction value of 1.207 billion yuan [1] - Other notable declines include: - Guohang Ocean (920571) down 6.37% to 10.44 - Antong Holdings (600179) down 5.41% to 4.55 - HNA Technology (600751) down 5.15% to 4.60 [1] Capital Flow - The shipping and port sector saw a net outflow of 481 million yuan from institutional investors, while retail investors contributed a net inflow of 219 million yuan [1] - Notable capital flows include: - GIGIO9 with a net inflow of 50.12 million yuan from institutional investors [2] - Haixia Co. (002320) with a net inflow of 37.15 million yuan from institutional investors [2] - Saltian Port (000088) with a net inflow of 7.46 million yuan from institutional investors [2]

Core Insights - The real estate companies in distress have made substantial progress in debt restructuring, with a total debt reduction scale of approximately 1.2 trillion yuan as of October 30, involving 21 companies [1] - The restructuring efforts are expected to alleviate short-term debt repayment pressures and facilitate a safer operational environment for these companies, thereby accelerating the overall risk clearance process in the real estate sector [1][2] Group 1: Debt Restructuring Progress - As of October 30, 21 distressed real estate companies have received approval for debt restructuring, with a total debt scale nearing 2 trillion yuan [1] - Companies such as Sunac China Holdings, Guangzhou R&F Properties, and CIFI Holdings have completed their debt restructuring, while others like Kaisa Group and Country Garden have received approval for overseas debt restructuring [1] - The restructuring methods employed include debt-to-equity swaps, asset swaps, and full-term extensions, significantly reducing the debt burden for many companies [2] Group 2: Impact on Industry and Companies - The concentration of debt restructuring among distressed companies indicates a faster risk clearance in the industry, which is beneficial for the overall credit environment [2] - Post-restructuring, many companies are accelerating their delivery processes and shifting their strategic focus towards light asset businesses such as property management and asset management [2][3] - The transition from incremental development to stock asset management is seen as a reasonable path for companies to revitalize resources and improve operational efficiency [3] Group 3: Future Outlook - The development of light asset businesses is expected to be a crucial support for distressed companies to overcome challenges, as operational efficiency and service capabilities become more important than capital scale [3] - Companies that successfully complete debt restructuring and enhance their operational efficiency are likely to achieve stable operations and sustainable development, contributing to a healthier and more stable real estate market [3]

Group 1 - The shipping and port sector increased by 0.4% compared to the previous trading day, with Haixia Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] - Key stocks in the shipping and port sector showed various performance, with Haixia Co., Ltd. closing at 14.02, up 4.08%, and China Merchants Energy Shipping at 12.44, up 2.56% [1] Group 2 - The shipping and port sector experienced a net outflow of 106 million yuan from institutional investors and 140 million yuan from speculative funds, while retail investors saw a net inflow of 246 million yuan [2] - The table of fund flows indicates that China Merchants Energy Shipping had a net inflow of 505.22 million yuan from institutional investors, while Haixia Co., Ltd. had a net inflow of 135.61 million yuan from retail investors [3] - The overall market sentiment in the shipping and port sector reflects mixed investor behavior, with institutional and speculative funds withdrawing while retail investors are actively buying [2][3]

Core Points - The company has received a resignation letter from director Sun Yonghao due to work changes, and a new employee representative director has been elected to ensure compliance with legal requirements for board composition [10][11][12] - The company’s major shareholder, Ningbo Shipping Group Co., Ltd., plans to increase its stake in the company by up to 24,130,684 shares within 12 months, representing no more than 2% of the total share capital [6][7] - As of October 11, 2025, the major shareholder has acquired 810,000 shares, which is 0.07% of the total share capital, indicating that the acquisition plan is ongoing [7] Financial Data - The financial statements for the third quarter of 2025 have not been audited, and the company has provided key financial data and indicators in RMB [3][8] - The company has confirmed that there are no significant changes in accounting data and financial indicators for the reporting period [5] Shareholder Meeting - The second extraordinary general meeting of shareholders was held on October 28, 2025, with all board members and supervisors present [15][16] - Resolutions passed during the meeting included the cancellation of the supervisory board and amendments to the company's articles of association, which received more than two-thirds approval from shareholders [16][17]

Core Points - Ningbo Marine (600798) announced the election of Sun Yonghao as the employee director of the company's 10th board of directors [1] Group 1 - The company's board received a letter from the labor union regarding the nomination of an employee director [1] - The representative group of the company's employee congress held a joint meeting to elect Sun Yonghao [1]