国浩律师(上海)事务所 国浩律师(上海)事务所 关于江西国科军工集团股份有限公司 2025年第四次临时股东会的法律意见书 致:江西国科军工集团股份有限公司 国浩律师(上海)事务所(以下简称"本所")作为江西国科军工集团股份 有限公司(以下简称"公司"或"国科军工")之特聘法律顾问,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》(以下简称"《股东会规则》"、 《江西国科军工集团股份有限公司章程》(以下简称"《公司章程》"等法律法 规及规范性文件的规定,指派律师出席并见证了公司于2025年12月26日下午14 点00分在江西省南昌市南昌经济技术开发区建业大街999号二楼会议室召开的 2025年第四次临时股东会(以下简称"本次股东会"),并对本次股东会的召集、 召开程序、出席人员资格、会议表决程序等事宜进行了审查。 为出具本法律意见书,本所律师出席了本次股东会,审查了公司提供的有关 本次大会各项议程及相关文件,听取了公司董事会就有关事项所作的说明。 在审查有关文件的过程中,公司向本所律师保证并承诺,其向本所提供的文 件和所作的说 ...

Market Overview - The ground equipment sector increased by 0.27% compared to the previous trading day, with Guoke Military leading the gains [1] - The Shanghai Composite Index closed at 3963.68, up by 0.1%, while the Shenzhen Component Index closed at 13603.89, up by 0.54% [1] Stock Performance - Key stocks in the ground equipment sector showed varied performance, with Guoke Chegong closing at 60.09, up by 2.37%, and Yinhai Electronics at 6.25, up by 2.29% [1] - Other notable performances include Beifang Navigation at 14.89, up by 1.09%, and Zhongbing Hongjian at 17.82, up by 0.79% [1] - Conversely, stocks like Changcheng Military and Jiekang Equipment experienced slight declines of 0.13% and 0.15%, respectively [1] Trading Volume and Value - Guoke Chegong had a trading volume of 154,700 shares, with a transaction value of 932 million yuan [1] - Yinhai Electronics recorded a trading volume of 1,771,600 shares, with a transaction value of 1.104 billion yuan [1] - The overall trading activity in the ground equipment sector reflects significant investor interest, with total transaction values for several stocks exceeding 1 billion yuan [1] Capital Flow Analysis - The ground equipment sector saw a net outflow of 121 million yuan from institutional investors, while retail investors contributed a net inflow of 212 million yuan [2] - Notable stocks with significant capital flow include Yinhai Electronics and Beifang Navigation, which experienced net inflows from retail investors despite overall sector outflows [3] - The capital flow dynamics indicate a mixed sentiment among different investor classes, with retail investors showing more confidence in certain stocks [2][3]

Group 1 - The ground equipment sector increased by 2.11% on December 24, with Galaxy Electronics leading the gains [1] - The Shanghai Composite Index closed at 3940.95, up 0.53%, while the Shenzhen Component Index closed at 13486.42, up 0.88% [1] - Key stocks in the ground equipment sector showed significant price increases, with Galaxy Electronics rising by 4.46% to a closing price of 5.86 [1] Group 2 - The main capital inflow in the ground equipment sector was 262 million yuan, while retail investors experienced a net outflow of 15.27 million yuan [1] - Major stocks like Great Wall Military Industry and Galaxy Electronics saw varying levels of net capital inflow and outflow, indicating mixed investor sentiment [2] - Galaxy Electronics had a net inflow of 39.46 million yuan from main capital but a net outflow of 40.91 million yuan from speculative capital [2]

Group 1 - The ground equipment sector increased by 0.46% compared to the previous trading day, with Guoke Military Industry leading the gains [1] - The Shanghai Composite Index closed at 3917.36, up by 0.69%, while the Shenzhen Component Index closed at 13332.73, up by 1.47% [1] - A table detailing the individual stock performance within the ground equipment sector was provided [1] Group 2 - In terms of capital flow, the ground equipment sector experienced a net outflow of 196 million yuan from main funds, while retail investors saw a net inflow of 285 million yuan [2] - The net outflow from speculative funds amounted to 89.22 million yuan [2] - A table showing the capital flow for individual stocks in the ground equipment sector was included [2]

Aerospace - Xiangdian Co., Ltd. has completed the prototype development of an auxiliary starting aviation permanent magnet power generation system [1] - Guoke Military Industry holds the assembly and manufacturing license for solid rocket engines [1] - Baotailong's graphene materials show potential applications in the satellite field [1] - Dayang Electric does not currently engage in the aerospace sector [1] Automotive - Xinrui Technology is a mainstream supplier of high-pressure "electric control" DCF series products for hydrogen and fuel cell vehicles [1] - Yidun Electronics has established a partnership with Seres, with some products currently in the sample verification stage [1] Collaboration with Doubao - Meixinsheng's wireless charging chips have been used in Doubao AI smartphones [1] - BlueFocus has in-depth cooperation with the Doubao large model family [1] Robotics - Ningbo Fangzheng has begun small-batch supply to downstream customers in the robotics sector [1] Other Developments - Zhongci Electronics has collaborated with domestic and international 1.6T optical module companies to develop multiple ceramic shells and substrates, all of which are in stable mass production [1] - Hanbo High-tech's products cover well-known consumer electronics companies, including Xiaomi [1] - Haixia Co., Ltd. expects to benefit from increased traffic to and from Hainan Free Trade Port after the island's full closure operation [1] - Guotai Group's subsidiary, Sanshi Nonferrous, has refined high-purity niobium hydroxide experimental products [1] - Taihe Technology has potential customers for VC products but has not signed any sales contracts yet [1] - Xinjubang's fluorinated cooling liquid products have achieved mass application in key areas such as semiconductor process cooling [1] - Digital China maintains a good cooperative relationship with NVIDIA, distributing multiple series of NVIDIA products [1]

Core Viewpoint - The company, Guokai Military Industry, is actively collaborating with multiple commercial aerospace enterprises to advance the development of its launch vehicle projects, with all related work meeting expectations [1] Group 1 - The company has established deep cooperation with several commercial aerospace firms [1] - The development of the launch vehicle projects is progressing as planned [1]

Group 1 - The core viewpoint of the article is that Guokai Military Industry is actively collaborating with multiple commercial aerospace companies to advance the development of launch vehicle projects, achieving expected progress in their efforts [1] Group 2 - Guokai Military Industry confirmed that Blue Arrow Aerospace is not currently a client, but the company is engaged in deep cooperation with various commercial aerospace enterprises [1] - The company emphasizes that the work related to the launch vehicle projects is on track and meeting expectations [1]

Core Insights - The company has established a partnership with Sichuan Lingkong Tianxing Technology Co., Ltd. to collaborate on solid engine core technology [1] - The strategic layout of the company focuses on "deepening military industry main business + expanding commercial aerospace" [1] - The realization of the company's strategy will be achieved through core business order delivery, entry into the commercial aerospace supply chain, and gradual value realization from R&D investment conversion [1]

江西国科军工集团股份有限公司 2025年第四次临时股东会会议资料 江西国科军工集团股份有限公司 2025 年第四次临时股东会 会议资料 股票简称：国科军工 股票代码：688543 2025 年 12 月 | | | 江西国科军工集团股份有限公司 2025 年第四次临时股东会会议资料 四、会议按照会议通知上所列顺序审议、表决议案。 五、出席会议的股东及股东代理人依法享有发言权、质询权、表决权等权利 的同时应认真履行其法定义务，不得侵犯公司和其他股东及股东代理人的合法权 益，不得扰乱股东会的正常秩序。 六、要求发言的股东及股东代理人，应当按照会议的议程，经会议主持人许 可方可发言。有多名股东及股东代理人同时要求发言时，先举手者发言；不能确 定先后时，由主持人指定发言者。会议进行中只接受股东及股东代理人发言或提 问。股东及股东代理人发言或提问应围绕本次会议议题进行，简明扼要，时间原 1 江西国科军工集团股份有限公司 2025 年第四次临时股东会会议资料 2025 年第四次临时股东会会议须知 为维护江西国科军工集团股份有限公司（以下简称"公司"）全体股东的合法 权益，确保股东会的正常秩序和议事效率，保证会议的顺利进行 ...

Core Viewpoint - The announcement details the addition of related parties and the increase in expected daily related transactions for 2025 and 2026 by Jiangxi Guoke Military Industry Group Co., Ltd, emphasizing that these transactions are essential for the company's business development and will not harm the interests of the company or minority shareholders [2][12]. Group 1: Daily Related Transactions Overview - The company will submit the expected daily related transactions for 2025 and 2026 to the shareholders' meeting for approval [2][5]. - The independent directors and audit committee have reviewed and approved the proposals regarding the addition of related parties and the increase in expected transaction amounts [3][4]. - The board of directors has also approved these proposals, with related directors abstaining from voting to ensure fairness [5][20]. Group 2: Expected Transaction Amounts and Categories - The expected amount for daily related transactions in 2025 is set at 9.95 million RMB, primarily for procurement and labor services [9]. - For 2026, the expected related transactions are projected to be up to 56.87 million RMB for procurement and labor services, and up to 45 million RMB for sales and services [9][12]. Group 3: Fairness and Independence of Transactions - The related transactions will adhere to principles of voluntary equality, mutual benefit, and fair market pricing, ensuring no detriment to the company or minority shareholders [2][10]. - The company maintains independence in business, personnel, finance, assets, and institutions, ensuring that these transactions do not compromise its independence [12][13]. Group 4: Compliance and Approval Process - The proposals have undergone necessary approval processes as per the Company Law and relevant regulations, with the sponsor expressing no objections to the expected transactions [13][15]. - The expected transactions are considered normal business operations and will not affect the company's independence or create dependency on related parties [13][15].