北京市嘉源律师事务所 关于中水集团远洋股份有限公司 2025 年第一次临时股东会的法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 二〇二五年十一月 中水渔业 2025 年第一次临时股东会 嘉源·法律意见书 法律意见书 嘉源(2025)-04-806 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 北京市嘉源律师事务所 关于中水集团远洋股份有限公司 2025 年第一次临时股东会的 致：中水集团远洋股份有限公司 北京市嘉源律师事务所（以下简称"本所"）接受中水集团远洋股份有限公司 （以下简称"公司"）的委托，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》（以下简称"《股东会规则》"）等现行有效 的法律、行政法规、部门规章、规范性文件（以下简称"法律法规"）以及《中水 集团远洋股份有限公司章程》（以下简称"《公司章程》"）的有关规定，指派本 所律师对公司 2025 年第一次临时股东会（以下简称"本次股东会"）进行见证， 并依法出具本法律意见书。 为出具本法律意见书，本所 ...

Core Viewpoint - The fishery sector experienced a rise of 1.38% on November 11, with "Hao Dang Jia" leading the gains, while the overall market indices saw declines [1] Group 1: Market Performance - The Shanghai Composite Index closed at 4002.76, down 0.39% - The Shenzhen Component Index closed at 13289.0, down 1.03% [1] Group 2: Individual Stock Performance - "Hao Dang Jia" (600467) closed at 2.61, up 2.35% with a trading volume of 584,800 shares and a turnover of 151 million yuan - "Zhang Zi Dao" (002069) closed at 4.05, up 1.50% with a trading volume of 85,600 shares and a turnover of 34.46 million yuan - "Guo Lian Shui Chan" (300094) closed at 3.71, up 1.37% with a trading volume of 433,400 shares and a turnover of 160 million yuan - "Da Hu Co." (600257) closed at 6.12, up 1.16% with a trading volume of 171,700 shares and a turnover of 105 million yuan - "Kai Chuang International" (600097) closed at 11.97, up 0.84% with a trading volume of 47,800 shares and a turnover of 57.01 million yuan - "Zhong Shui Hai" (000798) closed at 8.47, up 0.83% with a trading volume of 44,800 shares and a turnover of 37.79 million yuan [1] Group 3: Capital Flow Analysis - The fishery sector saw a net outflow of 11.30 million yuan from institutional investors and a net outflow of 15.64 million yuan from speculative funds, while retail investors had a net inflow of 26.94 million yuan [1] - "Hao Dang Jia" had a net inflow of 6.04 million yuan from institutional investors, while it experienced a net outflow of 7.53 million yuan from speculative funds and a net inflow of 1.49 million yuan from retail investors [2] - "Zhang Zi Dao" had a net outflow of 0.35 million yuan from institutional investors, with a net outflow of 2.90 million yuan from speculative funds and a net inflow of 3.25 million yuan from retail investors [2] - "Kai Chuang International" had a net outflow of 0.65 million yuan from institutional investors, with a net outflow of 5.63 million yuan from speculative funds and a net inflow of 6.28 million yuan from retail investors [2] - "Guo Lian Shui Chan" had a net outflow of 0.57 million yuan from institutional investors, with a net inflow of 0.45 million yuan from speculative funds and a net inflow of 1.12 million yuan from retail investors [2] - "Da Hu Co." had a net outflow of 0.75 million yuan from institutional investors, with a net outflow of 0.25 million yuan from speculative funds and a net inflow of 10.05 million yuan from retail investors [2]

Core Insights - The fishery sector experienced a rise of 1.47% on November 10, with Guolian Aquatic leading the gains [1] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] Fishery Sector Performance - Guolian Aquatic (300094) closed at 3.66, with a gain of 2.52% and a trading volume of 372,200 shares, amounting to 135 million yuan [1] - Haodangjia (600467) closed at 2.55, up 2.41%, with a trading volume of 515,900 shares, totaling 130 million yuan [1] - Zhongshui Fishery (000798) closed at 8.40, increasing by 1.45%, with a trading volume of 57,000 shares, amounting to approximately 47.66 million yuan [1] - Zhangzini (002069) closed at 66.0, up 1.27%, with a trading volume of 89,500 shares, totaling about 35.65 million yuan [1] - Kaichuang International (600097) closed at 11.87, with a gain of 1.02%, trading 46,300 shares for about 54.81 million yuan [1] - Dahuhua (600257) closed at 6.05, down 0.49%, with a trading volume of 275,600 shares, totaling approximately 168 million yuan [1] Capital Flow Analysis - The fishery sector saw a net outflow of 14.16 million yuan from institutional investors and a net outflow of 6.35 million yuan from speculative funds, while retail investors had a net inflow of 20.51 million yuan [1] - Haodangjia (600467) had a net inflow of 11.06 million yuan from institutional investors, while it experienced a net outflow of 6.66 million yuan from speculative funds [2] - Zhongshui Fishery (000798) saw a net inflow of 0.57 million yuan from institutional investors, with a net outflow of 2.05 million yuan from speculative funds [2] - Guolian Aquatic (300094) experienced a net outflow of 2.89 million yuan from institutional investors, but a net inflow of 3.06 million yuan from speculative funds [2] - Dahuhua (600257) faced a significant net outflow of 17.96 million yuan from institutional investors, while retail investors contributed a net inflow of 16.84 million yuan [2]

Core Insights - The fishing sector experienced a rise of 0.77% on November 7, with Dahu Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3997.56, down 0.25%, while the Shenzhen Component Index closed at 13404.06, down 0.36% [1] Sector Performance - Dahu Co., Ltd. (600257) closed at 6.08, up 2.36% with a trading volume of 235,500 shares and a transaction value of 142 million yuan [1] - Kaichuang International (600097) closed at 11.75, up 1.38% with a trading volume of 48,400 shares and a transaction value of 56.82 million yuan [1] - Guolian Aquatic Products (300094) closed at 3.57, up 0.85% with a trading volume of 237,800 shares and a transaction value of 84.91 million yuan [1] - Zhongshui Fishery (000798) closed at 8.28, up 0.49% with a trading volume of 44,700 shares and a transaction value of 36.99 million yuan [1] - Haodangjia (600467) closed at 2.49, unchanged with a trading volume of 292,400 shares and a transaction value of 72.71 million yuan [1] - Zhangzidao (002069) closed at 3.94, down 0.25% with a trading volume of 82,500 shares and a transaction value of 32.48 million yuan [1] Capital Flow Analysis - The fishing sector saw a net outflow of 421,500 yuan from institutional investors and a net outflow of 4.35 million yuan from speculative funds, while retail investors had a net inflow of 4.77 million yuan [1] - Dahu Co., Ltd. had a net inflow of 5.08 million yuan from institutional investors, while it experienced a net outflow of 2.77 million yuan from speculative funds and a net outflow of 2.32 million yuan from retail investors [2] - Kaichuang International had a net inflow of 1.10 million yuan from institutional investors, with a significant net inflow of 5.29 million yuan from speculative funds, but a net outflow of 6.39 million yuan from retail investors [2] - Zhangzidao experienced a net outflow of 430,300 yuan from institutional investors, with a net inflow of 2.25 million yuan from speculative funds and a net outflow of 1.82 million yuan from retail investors [2] - Zhongshui Fishery had a net outflow of 1.26 million yuan from institutional investors, with a net outflow of 3.44 million yuan from speculative funds and a net inflow of 4.70 million yuan from retail investors [2] - Guolian Aquatic Products had a net outflow of 1.36 million yuan from institutional investors, with a net outflow of 3.94 million yuan from speculative funds and a net inflow of 5.30 million yuan from retail investors [2] - Haodangjia had a net outflow of 3.56 million yuan from institutional investors, with a net outflow of 1.74 million yuan from speculative funds and a net inflow of 5.30 million yuan from retail investors [2]

Core Viewpoint - The fishery sector experienced a decline of 0.35% on November 6, with Guolian Aquatic Products leading the drop, while the Shanghai Composite Index rose by 0.97% and the Shenzhen Component Index increased by 1.73% [1] Summary by Category Market Performance - The fishery sector's decline contrasts with the overall market performance, where the Shanghai Composite Index closed at 4007.76 and the Shenzhen Component Index at 13452.42 [1] - Individual stocks in the fishery sector showed mixed results, with Dahu Co. rising by 1.54% and Guolian Aquatic Products falling by 1.94% [1] Trading Volume and Value - Dahu Co. had a trading volume of 181,900 shares and a transaction value of 107 million yuan, while Guolian Aquatic Products had a trading volume of 283,600 shares and a transaction value of 101 million yuan [1] Capital Flow - The fishery sector saw a net outflow of 7.4969 million yuan from main funds, while retail investors contributed a net inflow of 1.053 million yuan [1] - Detailed capital flow for individual stocks indicates that Dahu Co. had a net inflow of 7.587 million yuan from main funds, while Guolian Aquatic Products experienced a net outflow of 9.0494 million yuan [2]

Core Insights - The fishing sector experienced a decline of 1.72% on October 30, with Zhanzi Island leading the drop [1] - The Shanghai Composite Index closed at 3986.9, down 0.73%, while the Shenzhen Component Index closed at 13532.13, down 1.16% [1] Sector Performance - The following table summarizes the performance of key stocks in the fishing sector: - Dahu Co. (600257) closed at 5.59, up 0.36% with a trading volume of 97,600 shares and a turnover of 54.42 million yuan - Zhongshui Fisheries (000798) closed at 8.02, down 0.87% with a trading volume of 38,900 shares and a turnover of 31.33 million yuan - Haodangjia (600467) closed at 2.39, down 1.65% with a trading volume of 303,600 shares and a turnover of 72.87 million yuan - Kaichuang International (600097) closed at 11.45, down 1.80% with a trading volume of 36,300 shares and a turnover of 41.80 million yuan - Guolian Aquatic Products (300094) closed at 3.44, down 2.27% with a trading volume of 302,500 shares and a turnover of 105 million yuan - Zhanzi Island (002069) closed at 3.71, down 3.89% with a trading volume of 160,900 shares and a turnover of 60.39 million yuan [1] Capital Flow Analysis - The fishing sector saw a net outflow of 29.61 million yuan from main funds, while speculative funds had a net inflow of 10.99 million yuan, and retail investors had a net inflow of 18.61 million yuan [1] - Detailed capital flow for key stocks includes: - Dahu Co. (600257) had a main fund net inflow of 5.08 million yuan, with a net outflow from speculative funds of 3.74 million yuan and a net outflow from retail investors of 1.34 million yuan - Kaichuang International (600097) had a main fund net inflow of 0.44 million yuan, with a net inflow from speculative funds of 0.16 million yuan and a net outflow from retail investors of 0.61 million yuan - Zhongshui Fisheries (000798) experienced a main fund net outflow of 1.98 million yuan, with a net inflow from speculative funds of 0.53 million yuan and a net inflow from retail investors of 1.45 million yuan - Zhanzi Island (002069) had a main fund net outflow of 2.97 million yuan, with a net inflow from speculative funds of 5.08 million yuan and a net outflow from retail investors of 2.10 million yuan - Haodangjia (600467) faced a main fund net outflow of 11.03 million yuan, with a net inflow from speculative funds of 7.32 million yuan and a net inflow from retail investors of 3.71 million yuan - Guolian Aquatic Products (300094) had a main fund net outflow of 19.14 million yuan, with a net inflow from speculative funds of 1.65 million yuan and a net inflow from retail investors of 17.49 million yuan [2]

Core Insights - The fishing sector experienced a decline of 0.71% on October 29, with Zhuangzi Island leading the losses [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] Sector Performance - The following stocks in the fishing sector showed varying performance: - Haodangjia (600467) closed at 2.43, down 0.41% with a trading volume of 321,600 shares and a turnover of 77.35 million yuan - Dahuhua (600257) closed at 5.57, down 0.54% with a trading volume of 102,000 shares and a turnover of 56.70 million yuan - Guolian Aquatic Products (300094) closed at 3.52, down 0.56% with a trading volume of 338,700 shares and a turnover of 118 million yuan - Kaichuang International (600097) closed at 11.66, down 0.77% with a trading volume of 52,900 shares and a turnover of 61.11 million yuan - Zhongshui Fishery (000798) closed at 8.09, down 0.86% with a trading volume of 47,900 shares and a turnover of 38.61 million yuan - Zhuangzi Island (002069) closed at 3.86, down 1.28% with a trading volume of 113,600 shares and a turnover of 43.59 million yuan [1] Capital Flow Analysis - The fishing sector saw a net inflow of 3.5 million yuan from institutional investors, while retail investors experienced a net outflow of 6.96 million yuan [1] - Detailed capital flow for individual stocks includes: - Haodangjia (600467) had a net inflow of 8.86 million yuan from institutional investors, but a net outflow of 10.13 million yuan from retail investors [2] - Dahuhua (600257) had a net inflow of 4.56 million yuan from institutional investors, with a net outflow of 3.89 million yuan from retail investors [2] - Guolian Aquatic Products (300094) had a net outflow of 4.36 million yuan from institutional investors, but a net inflow of 7.84 million yuan from retail investors [2] - Zhuangzi Island (002069) had a net outflow of 3.64 million yuan from institutional investors, with a net inflow of 4.14 million yuan from retail investors [2]

Core Insights - The fisheries sector experienced a 0.51% increase on October 28, with Zhongshui Fisheries leading the gains [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Fisheries Sector Performance - Zhongshui Fisheries (000798) closed at 8.16, up 1.62% with a trading volume of 70,800 shares and a transaction value of 57.31 million yuan [1] - Dahu Co. (600257) closed at 5.60, up 0.90% with a trading volume of 116,800 shares and a transaction value of 65.10 million yuan [1] - Kaichuang International (600097) closed at 11.75, up 0.69% with a trading volume of 41,900 shares and a transaction value of 49.25 million yuan [1] - Haodangjia (600467) closed at 2.44, up 0.41% with a trading volume of 228,600 shares and a transaction value of 55.70 million yuan [1] - Zhangzidao (002069) closed at 3.91, unchanged with a trading volume of 88,400 shares and a transaction value of 34.60 million yuan [1] - Guolian Aquatic Products (300094) closed at 3.54, down 0.28% with a trading volume of 228,900 shares and a transaction value of 81.13 million yuan [1] Capital Flow Analysis - The fisheries sector saw a net inflow of 6.34 million yuan from main funds, while retail funds experienced a net outflow of 3.84 million yuan [1] - Zhongshui Fisheries had a main fund net inflow of 11.16 million yuan, accounting for 19.47% of its total [2] - Zhangzidao had a main fund net inflow of 4.61 million yuan, representing 13.34% of its total [2] - Dahu Co. had a main fund net inflow of 765,800 yuan, accounting for 1.18% of its total [2] - Guolian Aquatic Products experienced a significant main fund net outflow of 9.70 million yuan, representing -11.96% of its total [2]

Core Viewpoint - The company announced a stock swap merger with Hangzhou Steam Turbine, with the company acting as the absorbing party and Hangzhou Steam Turbine as the absorbed party [1] Summary by Sections Merger Details - The merger aims to protect shareholder interests, with Hangzhou Capital serving as the provider of shareholder buyout rights [1] - The closing price of the company's stock is 14.06 yuan per share as of October 27, 2025, representing a premium of 50.37% over the buyout rights exercise price [1] Stock Suspension - The company's stock is set to be suspended from trading starting November 5 until the end of the buyout rights declaration period and the fulfillment of related information disclosure obligations [1]

证券之星消息，10月27日渔业板块较上一交易日下跌0.74%，中水渔业领跌。当日上证指数报收于 3996.94，上涨1.18%。深证成指报收于13489.4，上涨1.51%。渔业板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 600467 | 好当家 | 2.43 | -0.41% | 32.98万 | 8026.73万 | | 300094 | 国联水产 | 3.55 | -0.56% | 27.46万 | 9763.61万 | | 600097 | 开创国际 | 11.67 | -0.68% | 4.16万 | 4867.73万 | | 002069 | 獐子鸟 | 3.91 | -0.76% | 12.22万 | 4780.49万 | | 600257 | 大湖股份 | 5.55 | -1.07% | 16.19万 | 8969.03万 | | 000798 | 中水渔业 | 8.03 | -1.11% | 9.05万 | 7285.54万 | 从资金流向上来看，当日 ...