Meeting Details - The shareholder meeting was held on November 14, 2025, at 14:00, combining on-site voting and online voting [3] - The meeting took place at Xianghai Building, 12th Floor, 333 Yixian Road, Yangpu District, Shanghai [3] - A total of 194 shareholders attended, representing 566,515,540 shares, which is 47.9813% of the total voting shares [4] Voting Participation - Among the attendees, 5 shareholders voted on-site, representing 163,125,179 shares (13.8160% of total voting shares) [4] - 189 shareholders participated via online voting, representing 403,390,361 shares (34.1654% of total voting shares) [4] - A total of 187 minority shareholders attended, representing 12,619,600 shares (1.0688% of total voting shares) [5] Proposal Voting Results - The proposal to elect an independent director was approved with 564,576,940 votes in favor (99.6578% of valid votes) [9] - Minority shareholders voted 10,681,000 shares in favor (84.6382% of minority shareholder votes) [10] - The proposal to change the board of directors was also approved with 566,313,740 votes in favor (99.9644% of valid votes) [11] Legal Opinion - The legal opinion was provided by JunHe Law Offices, confirming that the meeting's procedures complied with legal and regulatory requirements [13]

中国上海石门一路 288 号兴业太古汇香港兴业中心一座 26 层 邮编：200041 电话：（86-21）5298 5488 传真：（86-21）5298 5492 junhesh@junhe.com 关于三湘印象股份有限公司 2025 年第二次临时股东会的法律意见书 致：三湘印象股份有限公司 君合律师事务所上海分所（以下简称"本所"）接受三湘印象股份有限公司（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》"）、 《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》"）等法律、法规、规范性文件（以下简称"法律、法规"） 及《三湘印象股份有限公司章程》（以下简称"《公司章程》"）的有关规定，按照 律师行业公认的业务标准、道德规范和勤勉尽责精神，就公司 2025 年第二次临时 股东会（以下简称"本次股东会"）有关事宜出具本法律意见书。 为出具本法律意见书之目的，本所委派律师（以下简称"本所律师"）对公司 提供的与本次股东会有关的文件和事实进行了核查和验证。在本所律师对公司提 供的有关文件进行核查和验证的过程中，本所假设： 1. 提供 ...

2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 证券代码：000863 证券简称：三湘印象 公告编号：2025-046 三湘印象股份有限公司 1、本次股东会不存在否决提案的情形； 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、召开方式：本次股东会采用现场表决与网络投票相结合的方式召开； 2、会议召开时间： （1）会议时间： 2025年11月14日14:00； （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为2025年 11月14日9:15—9:25,9:30—11:30和13:00—15:00；通过互联网投票系统投票时间为 2025年11月14日9:15-15:00； 3、现场会议召开地点：上海市杨浦区逸仙路333号湘海大厦12楼会议室； 4、会议召集人：三湘印象股份有限公司（以下简称"公司"）第八届董事会； 2、中小股东出席的总体情况 通过现场和网络投票的中小股东187人，代表股份12,619,600股，占公司有表决 权股份总数的1.068 ...

Group 1 - The core viewpoint of the news is that Sanxiang Impression has shown significant stock price growth this year, with a 26.29% increase year-to-date and notable gains over various trading periods [2] - As of November 14, the stock price reached 4.90 CNY per share, with a market capitalization of 5.785 billion CNY and a trading volume of 1.47 billion CNY [1] - The company primarily engages in real estate development and cultural performance, with real estate sales accounting for 78.68% of its revenue [2] Group 2 - For the first nine months of 2025, Sanxiang Impression reported a revenue of 595 million CNY, a year-on-year decrease of 39.27%, and a net profit of 7.3734 million CNY, down 88.70% [2] - The company has not distributed any dividends in the last three years, with a total payout of 1.851 billion CNY since its A-share listing [3] - As of September 30, 2025, the number of shareholders decreased by 18.02% to 33,400, while the average circulating shares per person increased by 21.98% to 34,830 shares [2]

11月13日，三湘印象大宗交易成交258.5万股，成交额1137.4万元，占当日总成交额的5.42%，成交价4.4 元，较市场收盘价4.8元折价8.33%。 | 交易日期 | 证券代码 | 证券简称 | 成交价格 | 成交量 | 成交金额 买方营业部 | | 卖方营业部 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | (元) | (万股/万份) | (万元) | | | | 2025-11-13 | 000863 | 三湘印象 | 4.40 | 258.50 | 1,137.4粤开证券股份有限 | | 西南证券股份有限 | | | | | | | 公司上海分公司 | | 公司臣阳通海南路 | | | | | | | | 证券营业部 | | ...

Market Overview - The real estate development sector increased by 0.92% on November 13, with Huaxia Happiness leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Top Gainers in Real Estate Sector - Huaxia Happiness (600340) closed at 2.49, up 10.18% with a trading volume of 3.2799 million shares [1] - Sanxiang Impression (000863) closed at 4.80, up 10.09% with a trading volume of 424,400 shares [1] - Wantong Development (600246) closed at 11.97, up 10.02% with a trading volume of 1.2960 million shares [1] - Hefei Urban Construction (002208) closed at 12.86, up 10.01% with a trading volume of 1.6168 million shares [1] - China Wuyi (000797) closed at 3.76, up 9.94% with a trading volume of 1.3720 million shares [1] Top Losers in Real Estate Sector - Daming City (600094) closed at 5.13, down 6.04% with a trading volume of 1.2995 million shares [2] - Shoukai Co., Ltd. (600376) closed at 5.91, down 3.59% with a trading volume of 2.3223 million shares [2] - Shunfa Hengneng (000631) closed at 3.81, down 3.54% with a trading volume of 1.5673 million shares [2] Capital Flow Analysis - The real estate development sector saw a net inflow of 1.09 billion yuan from main funds, while retail funds experienced a net outflow of 288 million yuan [2][3] - Main funds showed significant net inflow in Hefei Urban Construction (002208) with 567 million yuan, accounting for 28.06% of the total [3] - Huaxia Happiness (600340) attracted a net inflow of 271 million yuan, representing 33.97% of the total [3]

Market Overview - The A-share market showed positive momentum with the ChiNext index rising by 2.68% at midday, while the Shanghai Composite Index increased by 0.44% and the Shenzhen Component Index rose by 1.8% [3][4] - The total trading volume in the Shanghai and Shenzhen markets reached 1.26 trillion yuan, an increase of 11 billion yuan compared to the previous trading day, with over 3,800 stocks rising [6] Sector Performance - The lithium battery industry chain experienced a significant surge, with companies like CATL rising over 8% and several stocks hitting the daily limit [4] - The chemical and non-ferrous metal sectors also performed well, while oil and gas stocks, along with bank stocks, saw a pullback [4] - The real estate sector showed volatility with stocks like China Wuyi hitting the daily limit, and other companies like Huaxia Happiness and Sanxiang Impression also performing well [7] Key Stocks - Notable stock performances included: - Dazhen Lishen up by 25.42% at 37.00 yuan - Shangneng Electric up by 18.82% at 44.22 yuan - Taihe Technology up by 16.74% at 40.96 yuan - Wanrun New Energy up by 14.15% at 101.39 yuan [8] Energy Sector Developments - The energy storage concept stocks continued to strengthen, with companies like Longzhou Co., Weike Technology, and Cangzhou Mingzhu seeing significant gains [7] - The National Energy Administration released guidelines to promote the integration of new energy, emphasizing the development of new hydropower and wind-solar integrated bases [7] Gold and Precious Metals - The gold sector showed strength with companies like Xin'an Co. and Shengtun Mining hitting the daily limit, while other gold-related stocks also performed well [10] International Market Influence - The main contract for polysilicon futures rose by 3% to 53,835 yuan per ton, indicating a positive trend in the materials sector [11] - The Hong Kong market opened lower, with the Hang Seng Index down by 0.53% and the Hang Seng Tech Index down by 0.82% [18] Currency and Monetary Policy - The People's Bank of China conducted a 1,900 billion yuan reverse repurchase operation with a rate of 1.4%, indicating ongoing liquidity management [19] - The RMB to USD central parity rate was reported at 7.0865, depreciating by 32 basis points from the previous day [20]

Group 1 - The real estate sector experienced a significant upward movement on November 13, with notable stocks such as China Wuyi hitting the daily limit increase [1] - Other companies that previously reached the daily limit include Huaxia Happiness, Sanxiang Impression, and Hefei Urban Construction [1] - Leading gainers in the sector also included Hualian Holdings, Shanghai Lingang, Tibet City Investment, and Rongsheng Development [1]

Core Viewpoint - The stock of Sanxiang Impression has shown a significant increase in recent trading sessions, reflecting positive market sentiment despite a decline in revenue and profit year-on-year [1][2]. Group 1: Stock Performance - As of November 12, Sanxiang Impression's stock price rose by 2.11%, reaching 4.36 CNY per share, with a trading volume of 38.72 million CNY and a turnover rate of 0.77% [1]. - The stock has increased by 12.37% year-to-date, with a 6.86% rise over the last five trading days, 19.45% over the last 20 days, and 21.45% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to September 2025, Sanxiang Impression reported a revenue of 595 million CNY, a year-on-year decrease of 39.27%, and a net profit attributable to shareholders of 7.37 million CNY, down 88.70% year-on-year [2]. - The company has cumulatively distributed 1.85 billion CNY in dividends since its A-share listing, with no dividends paid in the last three years [3]. Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders for Sanxiang Impression decreased by 18.02% to 33,400, while the average number of tradable shares per person increased by 21.98% to 34,830 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the sixth largest with 9.75 million shares, marking its entry as a new shareholder [3].

Core Viewpoint - The performance of Sanxiang Impression Co., Ltd. is concerning despite the recovery in the cultural tourism market, with significant declines in revenue and net profit reported in the latest financial results [2][3]. Financial Performance - In Q3, the company's revenue was approximately 218 million yuan, a year-on-year decrease of 42.30%, while the net profit attributable to shareholders was only 1.46 million yuan, down 97.27% [3]. - For the first three quarters, the total revenue was 595 million yuan, reflecting a 39.27% decline, and the net profit was 7.37 million yuan, down 88.70% [3]. - The decline in revenue is primarily attributed to a reduction in project handover income [4]. Business Segments - The real estate sector remains the dominant revenue source, accounting for 78.68% of total revenue in the first half of the year, while the cultural performance segment contributed only 10.16% [4][9]. - The company has not acquired new land for several years, with the last acquisition dating back to 2017, which raises concerns about its future growth in the real estate market [6]. Strategic Initiatives - Sanxiang Impression is exploring new growth areas, focusing on emerging industries such as AI, robotics, semiconductors, and new materials to cultivate new growth engines [2][10]. - The company previously attempted a change in control to enhance its industrial strength and resource integration but ultimately abandoned this plan [10][11]. Cultural Tourism Transition - The cultural tourism segment, which was expected to significantly contribute to revenue, has not performed as anticipated, with its revenue contribution peaking at only 19.19% in recent years [9]. - The acquisition of the renowned performance company, Guanyinxiang, aimed to leverage synergies and enhance overall performance, but the expected outcomes have not materialized [8][9].