福建天衡联合（福州）律师事务所 关于福建三木集团股份有限公司 2025 年第八次临时股东会的 法律意见书 引 言 福建天衡联合（福州）律师事务所 关于福建三木集团股份有限公司 2025 年第八次临时股东会的 法律意见书 〔2025〕天衡福顾字第 0058-05 号 致：福建三木集团股份有限公司 福建天衡联合（福州）律师事务所接受福建三木集团股份有限公司（以下简称 "公司"）的委托，指派本所律师参加公司 2025 年第八次临时股东会的（以下简称 "本次会议"），并根据《中华人民共和国公司法》《中华人民共和国证券法》、中国 证券监督管理委员会《上市公司股东会规则》《深圳证券交易所股票上市规则》和 《深圳证券交易所上市公司股东会网络投票实施细则》等法律、法规和规范性文件 以及《福建三木集团股份有限公司章程》（以下简称《公司章程》）的规定，按照律 师行业公认的业务标准、道德规范和勤勉尽责的精神，并基于律师声明事项，就本 次会议的相关事项出具本法律意见书。 - 1 - 法律意见书 律师声明事项 本所及本所律师依据《中华人民共和国证券法》《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）》 ...

Market Overview - As of December 10, the Shanghai Composite Index closed at 3900.50 points, down by 9.03 points, a decrease of 0.23% [1] - The Shenzhen Component Index closed at 13316.42 points, up by 39.06 points, an increase of 0.29% [1] - The ChiNext Index closed at 3209.00 points, down by 0.60 points, a decrease of 0.02% [1] Trading Activity - A total of 93 A-shares had a turnover rate exceeding 20% on December 10 [1] - Notable stocks with high turnover rates included: - C Baiao (688796) with a turnover rate of 75.80% and a price increase of 146.63% [1] - De Yi Culture (300640) with a turnover rate of 57.78% and a price increase of 9.88% [1] - Longzhou Co. (002682) with a turnover rate of 55.52% and a price increase of 9.96% [1] - C Moore-U (688795) with a turnover rate of 51.93% and a price increase of 16.98% [1] - Shen Nong Agriculture (300189) with a turnover rate of 51.33% and a price increase of 20.07% [1] Individual Stock Performance - C Baiao (688796) closed at 65.80 yuan, showing a significant increase [1] - De Yi Culture (300640) closed at 9.79 yuan, reflecting a positive performance [1] - Longzhou Co. (002682) closed at 10.49 yuan, also showing a positive trend [1] - C Moore-U (688795) closed at 735.00 yuan, indicating strong market interest [1] - Shen Nong Agriculture (300189) closed at 6.88 yuan, demonstrating a solid increase [1]

三木集团今日上涨4.01%，全天换手率39.61%，成交额13.42亿元，振幅16.15%。龙虎榜数据显示，机构 净卖出280.69万元，营业部席位合计净卖出604.01万元。 深交所公开信息显示，当日该股因日振幅值达16.15%、日换手率达39.61%上榜，机构专用席位净卖出 280.69万元。 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交2.53亿元，其中，买入成交额为1.22亿 元，卖出成交额为1.31亿元，合计净卖出884.70万元。 具体来看，今日上榜的营业部中，共有3家机构专用席位现身，即买一、买三、卖一、卖三，合计买入 金额5409.90万元，卖出金额5690.59万元，合计净卖出280.69万元。 | 买/卖 | 会员营业部名称 | 买入金额（万元） | 卖出金额（万元） | | --- | --- | --- | --- | | 买一 | 机构专用 | 2760.62 | 2504.18 | | 买二 | 国信证券股份有限公司浙江互联网分公司 | 2104.59 | 2541.02 | | 买三 | 机构专用 | 2081.85 | 119.21 | | 买四 | 东方财富证券股 ...

资金流向方面，今日该股主力资金净流出2.69亿元，其中，特大单净流出1.66亿元，大单资金净流出 1.03亿元。近5日主力资金净流出5065.23万元。（数据宝） 深交所公开信息显示，当日该股因日换手率达48.29%上榜，机构专用席位净买入265.86万元。 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交4.09亿元，其中，买入成交额为1.38亿 元，卖出成交额为2.71亿元，合计净卖出1.33亿元。 具体来看，今日上榜的营业部中，共有2家机构专用席位现身，即买一、买三、卖四，合计买入金额 5902.28万元，卖出金额5636.42万元，合计净买入265.86万元。 近半年该股累计上榜龙虎榜9次，上榜次日股价平均涨1.52%，上榜后5日平均涨4.42%。 三木集团今日下跌1.19%，全天换手率48.29%，成交额17.37亿元，振幅10.31%。龙虎榜数据显示，机构 净买入265.86万元，营业部席位合计净卖出1.35亿元。 三木集团12月8日交易公开信息 | 买/ | 会员营业部名称 | 买入金额（万 | 卖出金额（万 | | --- | --- | --- | --- | | 卖 | | 元） ...

Market Overview - The Shanghai Composite Index rose by 0.54% on December 8, with 25 industries experiencing gains, led by the communication and comprehensive sectors, which increased by 4.79% and 3.03% respectively [1] - The coal and oil & petrochemical industries saw the largest declines, with decreases of 1.43% and 0.84% respectively [1] Capital Flow - The net inflow of capital in the two markets was 2.602 billion yuan, with 15 industries receiving net inflows [1] - The electronics industry had the highest net inflow, amounting to 8.273 billion yuan, with a daily increase of 2.60% [1] - The communication industry also performed well, with a net inflow of 2.387 billion yuan and a daily increase of 4.79% [1] Comprehensive Sector Analysis - The comprehensive sector increased by 3.03%, but experienced a net outflow of 92.1695 million yuan [2] - Out of 15 stocks in the comprehensive sector, 10 stocks rose while 4 stocks fell [2] - The top net inflow stocks in the comprehensive sector included Dongyangguang with 91.7267 million yuan, followed by Yuegui Co. and Nanjing Xinbai with net inflows of 66.5645 million yuan and 23.3730 million yuan respectively [2] Individual Stock Performance - The stocks with the largest net outflows included Sanmu Group, Zhangzhou Development, and Shanghai Sanmao, with net outflows of 26.8515 million yuan, 22.8533 million yuan, and 8.2412 million yuan respectively [2] - The comprehensive sector's capital flow ranking shows significant variations in stock performance, with some stocks like Dongyangguang and Yuegui Co. showing strong inflows while others faced notable outflows [2]

Market Overview - The Shanghai Composite Index rose by 0.7% to 3902.81, while the Shenzhen Component Index increased by 1.08% to 13147.68, and the ChiNext Index gained 1.36% to 3109.30 [1][2] - A total of 4427 stocks closed higher, while 914 stocks closed lower, indicating a positive market sentiment [1][3] - The trading volume in the Shanghai and Shenzhen markets reached 1.73 trillion, an increase of 176.8 billion compared to the previous trading day [1] Performance Metrics - The 20-day performance for the Shanghai Composite Index showed a decline of 2.37%, while the Shenzhen Component Index experienced a decrease of 1.91% [2] - The annual performance for the Shanghai Composite Index is up by 16.44%, and the Shenzhen Component Index has increased by 26.24% [2] - The ChiNext Index has seen a significant annual increase of 45.19% [2] Sector Performance - Sectors such as insurance, precious metals, and commercial aerospace showed strong gains, while traditional sectors like Chinese medicine and film exhibition faced declines [2] - The electric aluminum concept stocks experienced volatility, with companies like Hongchuang Holdings and Yun Aluminum reaching historical highs [2] - The robotics sector saw a rebound, with companies like Boke Technology rising over 10% [2] Notable Stock Movements - The stock of Moer Thread opened high with a 468% increase, leading to significant profits for investors [2] - Companies in the Fujian sector, such as Sanmu Group and Haixin Food, reached their daily limit [2] - The AI glasses concept saw a surge, with Doctor's Glasses rising over 10% [2] Market Sentiment - The overall market sentiment is improving, with a board sealing rate close to 80% [2] - The National Development and Reform Commission has allocated 35.5 billion for investment projects, indicating government support for economic growth [2]

Market Overview - As of December 5, the Shanghai Composite Index closed at 3902.81 points, up 27.01 points, with a gain of 0.70% [1] - The Shenzhen Component Index closed at 13147.68 points, up 140.96 points, with a gain of 1.08% [1] - The ChiNext Index closed at 3109.30 points, up 41.81 points, with a gain of 1.36% [1] Stock Performance - A total of 82 A-shares had a turnover rate exceeding 20% on this day, with N-Moore-U reaching a turnover rate of over 50% [1] - N-Moore-U (688795) had a closing price of 600.50 CNY, with a turnover rate of 85.49% and a remarkable increase of 425.46% [1] - Other notable stocks with high turnover rates include: - Chuling Information (300250) with a turnover rate of 46.01% and a decline of 7.22% [1] - Sichuan Jinding (600678) with a turnover rate of 44.89% and a slight decline of 0.74% [1] - C China Uranium (001280) with a turnover rate of 44.11% and a decrease of 5.18% [1] - Jinfu Technology (003018) with a turnover rate of 43.71% and a marginal increase of 0.10% [1] Additional Notable Stocks - Weston (301315) closed at 66.30 CNY with a turnover rate of 43.08% and an increase of 5.20% [1] - Haixin Food (002702) closed at 9.55 CNY with a turnover rate of 42.20% and a gain of 10.02% [1] - Tongyu Communication (002792) closed at 29.47 CNY with a turnover rate of 41.60% and an increase of 4.73% [1] - Other stocks with significant turnover rates include: - Huawu Co., Ltd. (300095) with a turnover rate of 39.34% and a decline of 2.40% [1] - Zhongneng Electric (300062) with a turnover rate of 38.89% and an increase of 12.76% [1] - Xiaocheng Technology (300139) with a turnover rate of 38.76% and a gain of 14.62% [1]

Group 1 - The Fujian Free Trade Zone concept index rose by 3.57%, ranking third among concept sectors, with 114 stocks increasing and 20% of stocks hitting the daily limit up [1] - Notable gainers included Hongxiang Stock, which reached a 20% limit up, and other companies like Dongbai Group, Sanmu Group, and Haixin Food, which also saw significant increases [1][2] - The sector experienced a net inflow of 5.879 billion yuan, with 85 stocks receiving net inflows, and 22 stocks attracting over 100 million yuan in net inflows [2] Group 2 - The top three stocks by net inflow were Shida Group with 1.135 billion yuan, followed by Zijin Mining and Dongbai Group with 687 million yuan and 572 million yuan respectively [2][3] - The net inflow ratios for Guomai Technology, Dongbai Group, and Sanmu Group were 41.76%, 35.87%, and 32.59% respectively, indicating strong investor interest [3] - The trading volume for the Fujian Free Trade Zone concept was highlighted by significant turnover rates, with stocks like Shida Group and Dongbai Group showing high trading activity [3][4]

（文章来源：每日经济新闻） 每经AI快讯，12月5日，福建本地股盘中持续拉升，东百集团、福建金森直线涨停。此前，红相股份、 太阳电缆、三木集团、舒华体育、海欣食品等多股涨停，中能电气、海峡创新涨超10%。 ...

Core Viewpoint - The A-share market in Fujian province has shown significant activity, with multiple stocks experiencing substantial gains, driven by favorable policies aimed at enhancing cross-strait economic cooperation and development [1][2]. Group 1: Stock Performance - Hongxiang Co. saw a 20% increase, reaching a market capitalization of 5.37 billion [2] - Zhongneng Electric surged by 15.19%, with a total market value of 5.67 billion [2] - Dineike rose by 10.74%, bringing its market cap to 4.13 billion [2] - Haixia Innovation increased by 10.14%, with a market value of 11.9 billion [2] - Longzhou Co. and Sanmu Group both experienced gains of over 10% [1][2] Group 2: Policy Support - Fujian province has introduced 12 new policies to benefit Taiwanese enterprises and enhance trade and cultural exchanges [1][3] - The "14th Five-Year Plan" emphasizes the construction of transportation and logistics infrastructure to facilitate cross-strait connections [1][3] - Future policies aim to strengthen economic integration between Fujian and Taiwan, leveraging RCEP rules for investment attraction [3]