法律意见书 广东华商律师事务所 关于深圳市纺织（集团）股份有限公司 2025 年第二次临时股东大会的 法律意见书 二〇二五年九月 中国 深圳 福田区 深南大道 4011 号香港中旅大厦 21-26 楼 法律意见书 华商律师根据《中华人民共和国公司法》（下称"《公司法》"）、《上市公司股 东会规则》（下称"《股东会规则》"）等法律、法规、规范性文件以及现行有效的 《深圳市纺织（集团）股份有限公司章程》（下称"《公司章程》"）的规定，就本 次股东会的召集与召开程序、召集人资格、出席会议人员资格、会议表决程序及 表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，华商特作如下声明： 1、华商律师仅就本次股东会的召集与召开程序、召集人和出席现场会议人 员资格、会议表决程序及表决结果的合法性发表意见，不对本次股东会所审议的 议案内容及该等议案所表述的事实或数据的真实性、准确性和完整性发表意见； 2、华商律师无法对网络投票过程进行见证，参与本次股东会网络投票的股 东资格、网络投票结果均由相应的深圳证券交易所交易系统和互联网投票系统予 以认证； 广东华商律师事务所 关于深圳市纺织（集团）股份有限公司 2025 年第二 ...

Group 1 - The core viewpoint of the news is that 深纺织A has shown significant stock price performance, with a year-to-date increase of 17.06% and a recent 5-day increase of 9.19% [2] - As of September 19, 深纺织A's stock price reached 12.36 yuan per share, with a market capitalization of 62.61 billion yuan [1] - The company primarily engages in the production and trade of textiles and LCD polarizers, with polarizer sales accounting for 94.41% of its main business revenue [2] Group 2 - For the first half of 2025, 深纺织A reported operating revenue of 1.6 billion yuan, a year-on-year decrease of 1.41%, and a net profit attributable to shareholders of 35.23 million yuan, down 19.73% year-on-year [2] - The company has distributed a total of 215 million yuan in dividends since its listing, with 9.93 million yuan distributed in the last three years [3] - As of June 30, 2025, the number of shareholders for 深纺织A was 31,600, a decrease of 9.89% from the previous period [2]

（文章来源：证券日报） 证券日报网讯 9月17日晚间，深纺织A发布公告称，公司董事会近日收到独立董事吴光权先生的辞职报 告，吴光权先生因个人原因，申请辞去公司第八届董事会独立董事及其在董事会各专门委员会担任的职 务，其辞职后将不在公司及控股子公司担任任何职务。 ...

证券代码:000045、200045 证券简称:深纺织A、深纺织B 公告编号:2025-34 二○二五年九月十八日 吴光权先生辞职将导致公司独立董事占董事会成员比例低于三分之一，根据 《中华人民共和国公司法》《深圳证券交易所上市公司自律监管指引第 1 号—— 主板上市公司规范运作》《公司章程》等有关规定，吴光权先生辞职的申请将于 公司股东大会选举产生新任独立董事后生效。在此之前，吴光权先生将按照有关 法律、行政法规及规范性文件和《公司章程》的规定继续履行独立董事及董事会 专门委员会中的职责。公司将按照法定程序，尽快完成独立董事的补选工作。 公司董事会对吴光权先生任职期间为公司董事会所作出的贡献表示诚挚感 谢！ 特此公告 深圳市纺织（集团）股份有限公司 董 事 会 深圳市纺织（集团）股份有限公司 关于独立董事辞职的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 深圳市纺织（集团）股份有限公司（以下简称"公司"）董事会近日收到独 立董事吴光权先生的辞职报告，吴光权先生因个人原因，申请辞去公司第八届董 事会独立董事及其在董事会各专门委员会担任的职务，其辞职后将 ...

Core Points - The independent director, Mr. Wu Guangquan, has resigned from his position due to personal reasons, and he will no longer hold any positions in the company or its subsidiaries after his resignation [1] - Mr. Wu's resignation will result in the independent director proportion falling below one-third, which is in violation of relevant laws and regulations, necessitating the election of a new independent director for the resignation to take effect [1] - During the interim period, Mr. Wu will continue to fulfill his responsibilities until a new independent director is elected [1]

Market Performance - The optical and optoelectronic sector increased by 1.42% on September 17, with Wavelength Optoelectronics leading the gains [1] - The Shanghai Composite Index closed at 3876.34, up 0.37%, while the Shenzhen Component Index closed at 13215.46, up 1.16% [1] Stock Highlights - Wavelength Optoelectronics (301421) closed at 88.12, with a significant increase of 20.01% and a trading volume of 129,000 shares, amounting to a transaction value of 1.133 billion [1] - Su Dawei Ge (300331) saw a rise of 14.66%, closing at 38.47 with a trading volume of 715,200 shares, totaling 2.64 billion [1] - Hongli Zhihui (300219) increased by 11.40%, closing at 7.62 with a trading volume of 1,169,900 shares, amounting to 906 million [1] - Fuzhijing Technology (002222) and Yongxin Yuanzi (603297) both rose by 10.00%, closing at 46.40 and 108.20 respectively [1] Fund Flow Analysis - The optical and optoelectronic sector experienced a net inflow of 444 million from institutional investors, while retail investors contributed a net inflow of 119 million [2] - However, there was a net outflow of 563 million from speculative funds [2] Individual Stock Fund Flow - Wavelength Optoelectronics had a net inflow of 342 million from institutional investors, but a net outflow of 262 million from speculative funds [3] - Fuzhijing Technology saw a net inflow of 202 million from institutional investors, with a net outflow of 124 million from speculative funds [3] - Sanan Optoelectronics (600703) had a net inflow of 189 million from institutional investors, while experiencing a small net outflow from speculative funds [3]

Core Viewpoint - Shenzhen Textile Holdings Limited's subsidiary, Shenzhen Shengbo Optoelectronics Technology Co., Ltd., plans to collaborate with Hefei New Mei Materials Technology Co., Ltd. for the procurement of PET protective films and coating materials, with a total transaction amount not exceeding RMB 193 million by 2025 [2][3]. Group 1: Collaboration Details - The collaboration is necessitated by the previous supplier, LG Chem, selling its polarizer materials division to Hefei New Mei, prompting Shengbo Optoelectronics to secure a stable supply of raw materials for polarizer production [3]. - This transaction is characterized as a normal commercial activity aimed at ensuring the stability and safety of raw material supply, which is crucial for production operations and customer order fulfillment [3]. Group 2: Business Operations - The polarizer business is a significant segment for Shenzhen Textile, primarily operated by its subsidiary Shengbo Optoelectronics, which currently has six production lines for polarizers covering various applications including TN, STN, TFT, OLED, 3D, dye films, and touch screen optical films [3]. Group 3: Financial Performance - For the first half of 2025, Shenzhen Textile reported revenue of RMB 1.6 billion, a year-on-year decrease of 1.4%, and a net profit attributable to shareholders of RMB 35.23 million, down 19.7% year-on-year [3]. - In the second quarter, the company’s revenue was RMB 823 million, reflecting a year-on-year decline of 4.6%, while the net profit attributable to shareholders was RMB 14.37 million, a significant drop of 37.8% year-on-year [3].

Core Viewpoint - Shenzhen Textile (Group) Co., Ltd. held its 43rd meeting of the 8th Board of Directors, where several resolutions were passed regarding amendments to the company's articles of association and rules, as well as approval for related party transactions and the convening of a second extraordinary general meeting of shareholders in 2025 [1][2][3][4][5][6][7][8][9]. Summary by Sections Board Resolutions - The board unanimously approved the amendment of the company's articles of association, which will be submitted for review at the second extraordinary general meeting of shareholders in 2025, requiring a two-thirds majority for approval [1][2]. - The board also approved amendments to the rules of the general meeting of shareholders, which will similarly require shareholder approval [3][4]. - Amendments to the rules of the board of directors and the audit committee's working regulations were also approved, pending shareholder approval [4][5][6]. - The board approved the amendment of the general manager's working rules and the investment management system, both requiring further shareholder approval [6][7]. Related Party Transactions - The company’s subsidiary, Shenzhen Shengbo Optoelectronics Technology Co., Ltd., plans to engage in procurement cooperation with Hefei Xinmei Material Technology Co., Ltd. for raw materials, with an expected transaction amount not exceeding RMB 193 million for 2025 [9][10][11]. - This transaction is deemed a related party transaction due to the shared leadership between the two companies, as the vice chairman of Shengbo Optoelectronics is also the chairman of Hefei Xinmei [10][11][12]. Upcoming Shareholder Meeting - The second extraordinary general meeting of shareholders is scheduled for September 29, 2025, with provisions for both on-site and online voting [27][28][29]. - The meeting will address the resolutions passed by the board, including the amendments to the articles of association and the related party transactions [28][32].

Group 1 - The company, 深纺织A, held its 43rd temporary meeting of the 8th board on September 12, 2025, to review the proposal for amending the company's articles of association [1] - For the first half of 2025, the revenue composition of 深纺织A was 96.44% from manufacturing and 3.56% from property management and leasing [1] - As of the report date, the market capitalization of 深纺织A is 5.7 billion [1]

Core Viewpoint - Shenzhen Textile A (000045.SZ) announced a procurement cooperation with Hefei New Material Technology Co., Ltd. for PET protective films and coating materials, with a total transaction amount not exceeding RMB 193 million by 2025, marking a new partnership as no similar transactions occurred last year [1] Group 1: Company Developments - Shenzhen Textile A's subsidiary, Shenzhen Shengbo Optoelectronics Technology Co., Ltd. (referred to as "Shengbo Optoelectronics"), is engaging in procurement cooperation with Hefei New Material and its subsidiaries [1] - The cooperation is aimed at ensuring the stability and safety of raw material supply for the production of polarizers, which is critical for Shengbo Optoelectronics [1] Group 2: Supplier Transition - LG Chem, Ltd. and LG Chem (Guangzhou) Electronic Materials Co., Ltd. were previously long-term suppliers of raw materials for Shengbo Optoelectronics' polarizer protective films and coating materials [1] - The transition of the polarizer material business from LG Chem to Hefei New Material was completed on January 23, 2025, necessitating Shengbo Optoelectronics to continue sourcing materials from Hefei New Material and its subsidiaries [1]