上海市锦天城律师事务所 关于营口金辰机械股份有限公司 2025 年第二次临时股东大会 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11、12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于营口金辰机械股份有限公司 2025 年第二次临时股东大会法律意见书 致：营口金辰机械股份有限公司 上海市锦天城律师事务所（以下简称本所）接受营口金辰机械股份有限公司 （以下简称"公司"）委托，就公司召开 2025 年第二次临时股东大会（以下简称"本 次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《上市公司股东会规则》等法律、法规和规范性文件以及公司章程的有 关规定，出具本法律意见书。 为出具本法律意见书，本所及经办律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则。本所经办律师现场对本次股东大 会进行见证，并对本次股东大会所涉及的相关事项进行了必要的核查和验证，审 ...

营口金辰机械股份有限公司 2025 年第二次临时股东大会会议资料 营口金辰机械股份有限公司 2025 年第二次临时股东大会 会议资料 目 录 | 2025 | 年第二次临时股东大会参会须知 | 1 | | --- | --- | --- | | 2025 | 年第二次临时股东大会议程 | 3 | | 2025 | 年第二次临时股东大会会议议案 | 5 | | 议案一 | 关于部分募投项目延期及变更部分募投项目资金用途的议案 | 5 | | 议案二 | 关于取消监事会并修订《公司章程》的议案 | 15 | | 议案三 | 关于修订部分公司治理制度的议案 | 16 | 营口金辰机械股份有限公司 2025 年第二次临时股东大会会议资料 2025 年第二次临时股东大会参会须知 为维护股东的合法权益，保障股东在营口金辰机械股份有限公司（以下简 称"公司"）2025 年第二次临时股东大会期间依法行使权利，确保股东大会的正 常秩序和议事效率，根据《中华人民共和国公司法》、《上市公司股东会规 则》、《营口金辰机械股份有限公司章程》等有关规定，制定本须知，望全体 股东及其他有关人员严格遵守： 一、各股东请按照本次股东大会会议通 ...

Core Viewpoint - The company has experienced a partial lifting of the freeze on its bank accounts, which is expected to positively impact its operational capabilities and financial management [1][2][3] Group 1: Bank Account Freezing and Unfreezing - The company received civil rulings from courts in Jiangsu and Liaoning provinces regarding the freezing of its bank accounts due to a dispute with Suzhou Zhihui Valley Laser Intelligent Equipment Co., Ltd [1][2] - A portion of the frozen funds amounting to 2,530,750.00 yuan has been released following the withdrawal of the lawsuit by Suzhou Zhihui Valley [2] - As of the announcement date, there remains 30,443,824.81 yuan in frozen funds due to ongoing legal proceedings [2] Group 2: Impact on Company Operations - The unfreezing of part of the funds is beneficial for the company's cash flow and operational management, allowing for normal business activities to resume [3] - The company is committed to monitoring the legal situation closely and is taking steps to resolve the remaining frozen funds to protect the interests of the company and its shareholders [3]

公司于近日收到江苏省昆山市人民法院出具的《民事裁定书》[(2025)苏 0583 民初 20014 号]、[(2025)苏 0583 财保 1664 号之二]，获悉公司与苏州智慧谷激光 智能装备有限公司买卖合同纠纷一案，原告苏州智慧谷激光智能装备有限公司已 撤诉，同时，公司被冻结的银行账户中部分资金已解除冻结，现将相关情况公告 如下： 一、银行账户部分资金解除冻结的基本情况 证券代码：603396 证券简称：金辰股份 公告编号：2025-051 营口金辰机械股份有限公司 关于部分银行账户被冻结的进展公告 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。 营口金辰机械股份有限公司（以下简称"公司"）于 2025 年 5 月分别收到江 苏省昆山市人民法院出具的《民事裁定书》[(2025)苏 0583 财保 1664 号之一]， 营口市西市区人民法院出具的《民事裁定书》[(2025)辽 0803 财保 3 号]、[(2025) 辽 0803 财保 4 号]，并获悉公司部分银行账户被冻结，具体内容详见公司于 2025 年 5 月 9 日 ...

Financial Performance - The company reported a total revenue of 1.323 billion yuan for the first half of 2025, an increase of 6.64% year-on-year [1] - The net profit attributable to shareholders was 38.4026 million yuan, a decrease of 25.94% year-on-year [1] - The gross margin was 20.24%, down 21.3% compared to the previous year, while the net margin was 3.58%, down 27.84% [1] - The company’s accounts receivable reached 942 million yuan, representing 1479.41% of the net profit [1][3] Cash Flow and Debt - The company’s cash assets are considered healthy, with cash and cash equivalents amounting to 873 million yuan, a decrease of 16.48% year-on-year [2] - The operating cash flow per share was 0.65 yuan, showing a significant increase of 185.89% year-on-year [1] - The company has a total interest-bearing debt of 573 million yuan, down 7.28% from the previous year [1] Business Model and Strategy - The company relies heavily on research and development and marketing to drive its performance [2] - It has established subsidiaries in Hong Kong, the United States, and Singapore, with plans for a subsidiary in Malaysia, indicating a strong focus on expanding its overseas market presence [4] - The company has been recognized for its ESG efforts, receiving ratings from domestic agencies and being included in the top 100 ESG reports for 2025 [4] Research and Development - The company has increased its R&D investment, with 360 R&D personnel and an expenditure of 192 million yuan, accounting for 7.62% of its revenue [5] - The R&D strategy includes a cycle of releasing, researching, and reserving new technologies to enhance innovation and competitiveness [5]

Group 1 - The core viewpoint of the article is that Jinchen Co., Ltd. (603396.SH) reported a decline in institutional investor holdings in its semi-annual report for 2025, with a total of 5 institutional investors holding 6.51 million shares, representing 4.70% of the total share capital [1] - The institutional investor holdings decreased by 0.77 percentage points compared to the previous quarter [1] - Two new public funds were disclosed during this period, including Zhonggeng Small Cap Value Stock and Ping An CSI 2000 Enhanced Strategy ETF [1] Group 2 - Foreign investment sentiment remained unchanged, with no new disclosures from foreign institutions compared to the previous quarter [1]

Meeting Overview - The fifth board meeting of Yingkou Jincheng Machinery Co., Ltd. was held on August 15, 2025, with all 7 directors present, ensuring the meeting's legality and effectiveness [1]. Resolutions Passed - The board approved the 2025 semi-annual report and its summary, which is available on the Shanghai Stock Exchange website [1]. - A special report on the storage and actual use of raised funds for the first half of 2025 was also approved, with unanimous support from the board [2]. - The board agreed to recognize asset impairment provisions, ensuring that the financial information accurately reflects the company's status [2]. - The board approved the postponement and change of funding purposes for certain fundraising projects, with details disclosed on the Shanghai Stock Exchange [2]. - A proposal regarding related party transactions of wholly-owned subsidiaries was passed, with independent directors abstaining from voting [3]. - The board approved the proposal to dissolve a controlling subsidiary, with details available on the Shanghai Stock Exchange [4]. - A proposal to cancel the supervisory board and amend the company's articles of association was approved, pending shareholder meeting approval [4]. - The board also approved amendments to certain corporate governance systems, which will be submitted for shareholder approval [4]. - A proposal to convene the second extraordinary general meeting of 2025 was passed [4][5].

Meeting Overview - The 11th meeting of the 5th Supervisory Board of Yingkou Jincheng Machinery Co., Ltd. was held on August 27, 2025, in a combined format of on-site and communication [1] - The meeting was legally convened with all three supervisors present, and the procedures complied with relevant laws and the company's articles of association [1] Financial Reporting - The Supervisory Board approved the 2025 semi-annual report, confirming that the preparation and review processes were compliant with legal and regulatory requirements, and the content was accurate and complete [2][3] - The report's content and format met the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, reflecting the company's financial status and operational results objectively [2] Fund Utilization - The Supervisory Board approved a special report on the storage and actual use of raised funds for the first half of 2025, with details available on the Shanghai Stock Exchange website [2] - The board also approved a proposal regarding the impairment provision for assets, affirming that the process was legal and based on sufficient evidence [3] Project Adjustments - A proposal regarding the postponement and change of the use of funds for certain fundraising projects was approved, which will be submitted for review at the company's second extraordinary general meeting of 2025 [3] - The board approved a proposal concerning related party transactions involving a wholly-owned subsidiary, confirming that the rental agreement was fair and did not harm the interests of the company or its shareholders [4]

Group 1 - The company will hold its second extraordinary general meeting of shareholders on September 15, 2025, at 13:30 [1][3] - The meeting will take place at the company's conference room located at 95 Xin'gang Street, Xishi District, Yingkou City [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The agenda includes a proposal regarding the extension and change of the use of funds for certain fundraising projects, which has been approved by the board on August 27, 2025 [2] - There are no related shareholders that need to abstain from voting on the proposals [2] - The voting will be conducted through both on-site and online methods [3][4] Group 3 - Shareholders must be registered by the close of trading on September 8, 2025, to attend the meeting [4] - Both individual and corporate shareholders can appoint representatives to attend and vote on their behalf [5] - The company has provided contact information for inquiries related to the meeting [5]

Core Viewpoint - The report outlines the review opinion of Guojin Securities regarding the related party transactions of Yingkou Jincheng Machinery Co., Ltd.'s wholly-owned subsidiary, Nantong Jinnuo Intelligent Manufacturing Co., Ltd., with a related party, Gerun Intelligent Photovoltaic Nantong Co., Ltd. [2][4] Summary by Sections Related Party Transaction Overview - Nantong Jinnuo plans to sign a lease agreement with Gerun Intelligent for a factory area of 19,925.06 square meters for a period of 3 years at a monthly rent of 18.00 yuan per square meter [2][3] Related Party Relationship - The controlling shareholder, Li Yisheng, holds 75% of the shares in Liaoning Tongyi, which owns 100% of Gerun Intelligent, establishing a related party relationship [2][3] Basic Situation of the Transaction - The leased factory does not have any mortgages, pledges, or legal disputes associated with it [3] Pricing Policy and Basis - The transaction price is determined based on fair market pricing principles, ensuring no harm to the interests of the company and its shareholders [3][4] Main Content of the Agreement - The lease agreement includes details such as the location, permitted use for daily operations, payment terms, and conditions for late payment [3][4] Purpose and Impact of the Transaction - The transaction aims to meet the operational needs of the subsidiary, with no significant impact on the company's financial status or operational results [4][5] Previous Related Transactions - In the past 12 months, the total amount of related party transactions with Gerun Intelligent was 4,331,246.14 yuan [4][5] Review Procedures - The independent directors and supervisory board have reviewed and approved the transaction, confirming it aligns with market principles and does not harm shareholder interests [5][6] Sponsor's Review Opinion - The sponsor believes the transaction is a normal business operation and complies with legal and regulatory requirements, ensuring no adverse effects on the company's independence [6]