北京市金杜（深圳）律师事务所 关于广州港股份有限公司 2025 年第三次临时股东会之 法律意见书 致：广州港股份有限公司 北京市金杜（深圳）律师事务所（以下简称本所）接受广州港股份有限公司 （以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 《上市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以 下简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳 门特别行政区和中国台湾省）现行有效的法律、行政法规、规章、规范性文件和 现行有效的公司章程有关规定，指派律师现场出席了公司于 2025 年 12 月 29 日 召开的 2025 年第三次临时股东会（以下简称本次股东会），并就本次股东会相 关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括： 1. 经公司 2024 年年度股东会审议通过的《广州港股份有限公司章程》 （以下简称《公司章程》）； 2. 公司 2025 年 12 月 12 日刊登于《证券时报》《中国证券报》《上海证 券报》及上海证券交易所网站 ...

Group 1 - The core viewpoint of the announcement is that Shanghai Jinjiang Shipping aims to enhance its fleet capacity and optimize its operational structure through the construction of new container ships [2][4] - The company plans to invest up to 1.94 billion yuan to build 4+4 units of 1800 TEU container ships, with the option to decide on the construction of the additional 4 ships after the contract is signed [2][4] - This new fleet will support Jinjiang Shipping's expansion in Southeast Asia and improve the capacity structure of its routes in the region, contributing to the company's competitive advantage [4] Group 2 - The new ships will also provide capacity support for the "Silk Road Express" series of premium routes, further promoting the company's service philosophy in Southeast Asia [4] - Jinjiang Shipping recently signed a contract with Sumida Shipbuilding for the construction of 2+2 units of 1100 TEU container ships, marking the initiation of a new round of capacity renewal projects [4] - According to Alphaliner, as of December 29, 2025, Jinjiang Shipping's existing capacity is 59,467 TEU, with 52 operational vessels, ranking 33rd globally in operational capacity [4]

Mergers and Acquisitions - Huasoft Technology plans to acquire 67% stake in Shandong Lain Optoelectronics, which focuses on the R&D, production, and sales of safety light curtains and related products [1] - TCL Technology's subsidiary TCL Huaxing successfully acquired 80% stake in Fujian Zhaoyuan Optoelectronics and related debts for a total price of 490 million yuan [2] Shareholding Changes - XCMG Machinery's controlling shareholder plans to increase its stake in the company by no less than 80 million yuan and no more than 160 million yuan within six months starting from December 26, 2025 [3] - Chipone Technology's shareholder, the National Integrated Circuit Industry Investment Fund, plans to reduce its stake by up to 1.7%, amounting to a maximum of 893.96 million shares [4] - Huachen Equipment's actual controllers plan to reduce their stake by up to 2%, totaling a maximum of 507.08 million shares within three months after the announcement [5] Investment Agreements - Jinjiang Shipping plans to invest no more than 1.94 billion yuan to build 4+4 container ships with a capacity of 1800 TEU [6] - Zhiguang Electric's subsidiary signed a sales contract worth 119 million yuan for high-voltage cascade energy storage systems [7] - Chalco International signed a project contract worth approximately 14 billion yuan with an overseas client, with no related party relationships involved [8] Regulatory Issues - Pairui Co. is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure, with issues related to revenue recognition in a sales contract [9] - *ST Chang Pharmaceutical is facing a potential major illegal delisting due to false financial reporting from 2021 to 2023, which inflated revenue and profit figures [10]

Group 1 - The core point of the article is that Jinjiang Shipping announced the approval of investment plans for constructing 4+4 container ships and a quality improvement action plan during its board meeting on December 26, 2025 [2] Group 2 - The second session of the board's sixth meeting was held via communication on December 26, 2025 [2] - The company is focusing on enhancing efficiency and returns through the proposed action plan [2]

Group 1 - Company Huasoft Technology plans to acquire 67% equity of Shandong Lian Optoelectronics Technology Co., Ltd, which will become a subsidiary if the transaction is completed [1] - TCL Technology's subsidiary TCL Huaxing successfully acquired 80% equity and related debts of Fujian Zhaoyuan Optoelectronics for a transaction price of 490 million yuan [2] Group 2 - XCMG Machinery's controlling shareholder plans to increase its stake in the company by no less than 80 million yuan and no more than 160 million yuan within six months starting from December 26, 2025 [3] - Chipone Technology's shareholder plans to reduce its stake by no more than 1.7%, amounting to a maximum of 893,960 shares [4] - Huachen Equipment's actual controllers plan to reduce their stake by no more than 2%, totaling a maximum of 507,080 shares within three months after the announcement [5] Group 3 - Jinjiang Shipping plans to invest no more than 1.94 billion yuan to build 4+4 container ships [6] - Zhiguang Electric's subsidiary signed a sales contract worth 119 million yuan for energy storage systems with Yangzhou New Concept Electric [7] - Chalco International signed a project contract worth approximately 14 billion yuan with an overseas client, who has strong performance capabilities [8] Group 4 - Pairui Co., Ltd. is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure, leading to a self-examination and correction of accounting errors [9] - *ST Chang Pharmaceutical is under investigation for suspected false financial reporting, which may lead to significant legal consequences and potential delisting [10][11]

Core Viewpoint - The successful acceptance of the Guangzhou port expansion project marks a significant advancement in the integration of transportation within the Guangdong-Hong Kong-Macao Greater Bay Area, enhancing both hard and soft connectivity for infrastructure and regulatory mechanisms [1] Group 1: Port Expansion and Development - The Guangzhou port has evolved from a secondary port to a comprehensive main hub for foreign trade since the 1980s, now being the largest comprehensive hub port in South China [1] - The newly accepted projects include the Pazhou Terminal, which has five 500-ton berths and a 280-meter long shoreline, along with a 6,500 square meter inspection building [2] - The Pazhou Terminal began trial operations on April 14, 2023, with daily operations of "3 in and 3 out" flights, increasing to "6 in and 6 out" during peak periods, having managed approximately 7,400 vessels and over 340,000 passengers by December 10, 2023 [2] Group 2: Anchorages and Logistics - The acceptance of the Lantau Island and Sanmen Island anchorages supports the increasing number of imported vessels arriving at the Nansha Port area, enhancing the logistics capabilities of Guangzhou port [4] - The Guangzhou Customs is collaborating with local government departments to optimize the port layout and improve international competitiveness, aiming to establish Nansha as a strategic platform for the Greater Bay Area [4]

Core Viewpoint - The meeting between Guangzhou Port Group and Evergreen Marine focused on enhancing international shipping cooperation, expanding multimodal transport networks, and optimizing port production organization, aiming to create a collaborative development blueprint for port and shipping industries [2][4] Group 1: Strategic Initiatives - Guangzhou Port is leading with a "hub + channel + network" strategy to build a multifunctional, comprehensive, and modern first-class port [4] - Future cooperation is envisioned in areas such as strengthening international shipping networks, building multimodal transport systems, and innovating cold chain logistics [4] Group 2: Market Insights - Evergreen Marine shared insights on global container shipping market trends, expressing confidence in the growth potential of Guangzhou Port [4] - Evergreen Marine reported significant growth in container throughput at Guangzhou Port this year, indicating a positive outlook for future collaboration [4]

2025 年第三次临时股东会 会议资料 2025 年 12 月 | 目 | | 录 | | | | --- | --- | --- | --- | --- | | 广州港股份有限公司 | 2025 | 年第三次临时股东会须知 | - | 3 - | | 广州港股份有限公司 | 2025 | 年第三次临时股东会议程 | - | 5 - | | 议案一：关于公司 2026 | | 年度日常关联交易预计情况的议案 | - | 6 - | | 议案二：关于公司与中国远洋海运集团有限公司及其控股子公司 2026 | | | | 年 | | 度日常关联交易预计情况的议案 | | | - | 14 - | | 议案三：关于控股股东修改同业竞争承诺函的议案 | | | - | 23 - | 公司简称：广州港 公司代码：601228 广州港股份有限公司 - 2 - 广州港股份有限公司 2025 年第三次临时股东会须知 各位股东及股东代理人： 广州港股份有限公司（以下简称"公司"）为了维护全体股东的合法 权益，确保各位股东及股东代理人（以下简称"股东"）在公司 2025 年 第三次临时股东会期间依法行使权力，保证股东会的正常秩序 ...

公司简称：广州港 公司代码：601228 广州港股份有限公司 2025 年第三次临时股东会 会议资料 2025 年 12 月 | | | | | | - | | --- | --- | --- | --- | --- | --- | | 广州港股份有限公司 年第三次临时股东会议程 | 2025 | | - | 5 | - | | 议案二：关于公司与中国远洋海运集团有限公司及其控股子公司 | | | 2026 | | 年 | | 度日常关联交易预计情况的议案 | | | - | 14 | - | | 议案一：关于公司 年度日常关联交易预计情况的议案 议案三：关于控股股东修改同业竞争承诺函的议案 | 2026 | | - - | | - - | | | | | - | | | | 广州港股份有限公司 年第三次临时股东会须知 | 2025 | | | | | | | | | | 3 6 24 | | | 目 | | 录 | | | | - 2 - 广州港股份有限公司 2025 年第三次临时股东会须知 各位股东及股东代理人： 广州港股份有限公司（以下简称"公司"）为了维护全体股东的合法 权益，确保各位股东及股东代理人 ...

Core Insights - Guangzhou Port's foreign trade cargo throughput reached 179 million tons from January to November 2025, marking a year-on-year increase of 10.72% - The foreign trade container throughput was 13.04 million TEUs, reflecting a year-on-year growth of 19.23% - The port is expected to achieve an annual cargo throughput of 695 million tons and a container throughput of 27.5 million TEUs, maintaining its position among the top six global ports Group 1: Performance Metrics - The foreign trade container share of Guangzhou Port surpassed 50% for the first time, indicating a structural shift from being primarily a domestic trade port to a dual circulation hub [1] - The fully automated terminal in Nansha Port Area Phase IV operates 158 unmanned guided vehicles, reducing vessel stay time in port to 0.87 days, achieving globally leading efficiency metrics [1] - The "Bay Area One Port Pass" initiative covers 23 inland river ports in the Greater Bay Area, facilitating a single declaration and full-process customs clearance [1] Group 2: Connectivity and Logistics - Guangzhou Port has opened 182 foreign trade shipping routes, connecting to over 400 global ports, thus forming a comprehensive global shipping network [1] - A multi-modal transport system supports domestic circulation, with 73 shuttle barge routes and 39 sea-rail intermodal trains establishing a three-dimensional logistics channel [1] - The annual sea-rail intermodal volume is expected to exceed 700,000 TEUs, representing a year-on-year increase of 15.7% [1]