2025 年第三次临时股东会的 法律意见书 安徽承义律师事务所 ANHUI CHENGYI LAW FIRM 安徽承义律师事务所 法律意见书 安徽承义律师事务所 关于安徽大地熊新材料股份有限公司 地址：合肥市政务区怀宁路 200 号栢悦中心大厦五楼、八楼 邮编：230071 电话：0551-65609815 传真：0551-65608051 _________________________________________________________________________________ 安徽承义律师事务所 法律意见书 安徽承义律师事务所 关于安徽大地熊新材料股份有限公司 2025年第三次临时股东会的法律意见书 (2025)承义法字第00213号 2、网络投票时间：2025 年 9 月 8 日（星期一）。具体投票时间如下： （1）通过上海证券交易所交易系统进行网络投票的时间为 2025 年 9 月 8 日上午 致：安徽大地熊新材料股份有限公司 安徽承义律师事务所（以下称"本所"）接受安徽大地熊新材料股份有限公司（以 下称"公司"）的委托，指派本律师以视频方式出席公司 2025 年第三次临时股东会 ...

Market Overview - On September 3, the metal new materials sector declined by 2.45%, with Dadi Xiong leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Notable gainers included Yunlu Co., which rose by 3.72% to a closing price of 110.00, and Nian An New Materials, which increased by 2.02% to 27.25 [1] - Major decliners included Dadi Xiong, which fell by 6.92% to 36.60, and Tianhe Magnetic Materials, which dropped by 5.68% to 51.44 [2] Trading Volume and Value - The trading volume and value for key stocks in the metal new materials sector showed significant activity, with Bolike New Materials recording a trading volume of 141,300 and a transaction value of 1.043 billion [1] - Dadi Xiong had a trading volume of 73,400 and a transaction value of 276 million [2] Capital Flow - The metal new materials sector experienced a net outflow of 845 million from institutional investors and a net outflow of 136 million from speculative funds, while retail investors saw a net inflow of 981 million [2] - Specific stocks like Jinli Yongci saw a net inflow of 40.73 million from institutional investors, while others like Huada New Materials experienced a significant outflow of 5.48 million [3]

Core Viewpoint - The document outlines the procedures and regulations for the third extraordinary general meeting of shareholders of Anhui Dadi Bear New Materials Co., Ltd., emphasizing the importance of maintaining order and protecting shareholders' rights during the meeting [1][2][3]. Meeting Procedures - The meeting is scheduled for September 8, 2025, at 15:00 in Hefei, Anhui Province [5]. - Attendees must sign in 15 minutes before the meeting and present necessary identification documents [2]. - The meeting will include a report on the number of shareholders present and their voting rights [6]. Agenda Items - The agenda includes the revision of certain corporate governance systems, specifically the "Management System for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers, and Other Related Parties" [6][7]. - The revised governance systems are aimed at enhancing the company's operational norms and internal governance mechanisms [6]. Voting and Participation - Shareholders and their proxies have the right to speak, inquire, and vote during the meeting [2][3]. - Voting will be conducted both on-site and through an online voting system provided by the Shanghai Stock Exchange [5][7]. Legal Oversight - The meeting will be witnessed by a lawyer from a law firm hired by the company, who will also issue a legal opinion [3][8]. - The company will ensure that only authorized personnel can enter the meeting venue to maintain order [3][4]. Independent Director System - The document includes provisions for the independent director system, which aims to enhance corporate governance and protect minority shareholders' interests [10][11]. - Independent directors must not have any direct or indirect interests that could affect their judgment [11][12]. External Investment Management - The company has established a framework for managing external investments, which includes approval processes and risk control measures [26][27]. - Investments are categorized into short-term and long-term, with specific criteria for each type [26][27]. Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments and ensuring compliance with accounting standards [32][33]. - Regular audits will be conducted to assess the financial health of investments and subsidiaries [32][33].

安徽大地熊新材料股份有限公司 2025 年第三次临时股东会会议资料 证券代码：688077 证券简称：大地熊 安徽大地熊新材料股份有限公司 2025 年第三次临时股东会会议资料 二〇二五年九月 1 安徽大地熊新材料股份有限公司 2025 年第三次临时股东会会议资料 目 录 | 2025 | 年第三次临时股东会会议须知 3 | | --- | --- | | 2025 | 年第三次临时股东会会议议程 5 | | | 一、会议时间、地点、召集人及投票方式 5 | | | 二、会议议程 5 | | 2025 | 年第三次临时股东会会议议案 6 | | | 议案一：关于修订部分公司治理制度的议案 6 | | | 附件 1：安徽大地熊新材料股份有限公司独立董事制度 8 | | | 附件 2：安徽大地熊新材料股份有限公司对外投资管理制度 18 | | | 附件 3：安徽大地熊新材料股份有限公司重大经营决策管理制度 25 | | | 附件 4：安徽大地熊新材料股份有限公司对外担保管理制度 30 | | | 附件 5：安徽大地熊新材料股份有限公司募集资金管理制度 37 | | | 附件 6：安徽大地熊新材料股份有限公司关联交 ...

Group 1 - The rare earth permanent magnet sector experienced a decline of 1.48% [1] - Among the companies, Beikong Technology saw a drop of 5.23% [1] - Dadi Xiong and Gangyan Nake fell by 4.34% and 4.31% respectively [1] - Shenghe Resources, Northern Rare Earth, and Galaxy Magnet all decreased by over 3% [1]

Market Overview - The market experienced a significant drop, with the Shanghai Composite Index, Shenzhen Component Index, and ChiNext Index closing down by 1.76%, 1.43%, and 0.69% respectively, with over 4,700 stocks declining and only around 600 stocks rising [4] - Despite the indices showing a modest decline, the actual market impact was severe, indicating a split market where many stocks were falling while a few were driving index gains [5][6] Sector Performance - The computing power concept stocks saw a strong morning surge, with companies like Runjian Co., Meige Intelligent, and Dawang Technology hitting the daily limit, but faced significant sell-offs later [3] - The rare earth sector continued to perform well, with companies like Beikong Technology and Northern Rare Earth reaching their daily limit [3] - The CPO sector also experienced a notable rise, with Cambridge Technology achieving three consecutive limit-ups [3] Notable Stocks - Cambrian's stock price rose over 10% to exceed 1,460 yuan, surpassing Kweichow Moutai, which fell to 1,448 yuan, leading to discussions about Cambrian becoming the "new stock king" [11] - Alibaba-related computing power stocks initially surged but ultimately closed down by 1.81%, despite positive speculation about Alibaba's upcoming earnings report [14] - Zhouming Technology announced a partnership with Saudi Arabia's Al-Nassr Club, which initially boosted its stock price but ultimately closed down by 2% [16] Policy Impact - The Ministry of Commerce announced plans to introduce policies to promote service exports, which led to a temporary surge in Cross-Border Communication's stock price, although the connection to cross-border e-commerce remains tenuous [18]

Summary of Key Points Core Viewpoint - On August 27, Dadi Bear executed a block trade of 295,500 shares, amounting to 10.2922 million yuan, which represented 1.35% of the total trading volume for the day. The transaction price was 34.83 yuan, reflecting a discount of 13.47% compared to the market closing price of 40.25 yuan [1]. Group 1: Trade Details - The block trade involved a total of 295,500 shares at a price of 34.83 yuan per share [1]. - The total transaction value was 10.2922 million yuan [1]. - The trade accounted for 1.35% of the total trading volume on that day [1]. Group 2: Price Comparison - The transaction price of 34.83 yuan was 13.47% lower than the market closing price of 40.25 yuan [1].

Market Overview - On August 27, the metal new materials sector rose by 0.99% compared to the previous trading day, with Dadi Xiong leading the gains [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Top Performers - Dadi Xiong (688077) closed at 40.25, up 10.36% with a trading volume of 193,800 shares [1] - Jinli Yongci (300748) closed at 39.88, up 6.63% with a trading volume of 1.81 million shares [1] - Longci Technology (300835) closed at 66.20, up 4.95% with a trading volume of 156,400 shares [1] - Zhenghai Magnetic Materials (300224) closed at 19.28, up 4.27% with a trading volume of 1.39 million shares [1] Underperformers - Tianli Composite (873576) closed at 32.01, down 5.80% with a trading volume of 32,900 shares [2] - Tunan Co., Ltd. (300855) closed at 29.84, down 4.94% with a trading volume of 91,900 shares [2] - Shenzhen New Star (603978) closed at 16.83, down 4.59% with a trading volume of 83,800 shares [2] Capital Flow - The metal new materials sector experienced a net outflow of 405 million yuan from institutional investors, while retail investors saw a net inflow of 352 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment among different investor types [2] Individual Stock Capital Flow - Zhenghai Magnetic Materials (300224) had a net inflow of 1.07 billion yuan from institutional investors, while retail investors contributed a net inflow of 12.14 million yuan [3] - Galaxy Magnetic (300127) saw a net inflow of 88.78 million yuan from institutional investors but a net outflow of 103 million yuan from retail investors [3] - Platinum Science and Technology (300811) had a net inflow of 59.07 million yuan from institutional investors, with retail investors contributing a net inflow of 1.10 million yuan [3]

Group 1 - The rare earth permanent magnet sector in the A-share market experienced significant gains, with notable increases in stock prices for several companies [1] - Major gainers included Dadi Xiong, which rose over 15%, and Jinli Permanent Magnet, which increased by over 11% [1] - North Rare Earth reported a substantial increase in revenue and net profit for the first half of 2025, with revenue reaching 18.866 billion yuan, a year-on-year growth of 45.24%, and net profit of 931 million yuan, a staggering increase of 1951.52% [2] Group 2 - The total market capitalization of Dadi Xiong is approximately 4.822 billion yuan, with a year-to-date increase of 104.34% [2] - Jinli Permanent Magnet has a market capitalization of around 57 billion yuan, with a year-to-date increase of 133.63% [2] - North Rare Earth's market capitalization stands at approximately 195.3 billion yuan, with a year-to-date increase of 154.89% [2]

Group 1 - The rare earth permanent magnet sector is experiencing a significant rally, with Longmag Technology reaching a new high during trading [1] - Beikong Technology has hit the daily limit increase, while Lizhong Group has risen over 10% [1] - Other companies such as Northern Rare Earth, Jinli Permanent Magnet, Dadi Bear, China Rare Earth, and Shenghe Resources are also seeing gains [1]