北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮编：100025 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China T:（86-10）5809 1000 F:（86-10）5809 1100 北京市竞天公诚律师事务所 关于山金国际黄金股份有限公司 2025 年第三次临时股东大会的法律意见书 致：山金国际黄金股份有限公司 北京市竞天公诚律师事务所（以下简称"本所"）接受山金国际黄金股份有限公司（以 下简称"公司"）的委托，指派本所律师参加公司 2025 年第三次临时股东大会（以下简称 "本次会议"）。 本所律师根据《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》、《山金国际黄金股 份有限公司章程》（以下简称"《公司章程》"）等规定，就本次会议的召集和召开程序、 召集人和出席人员的资格、表决程序以及表决结果发表法律意见。 关于本《法律意见书》，本所及本所律师谨作如下声明： 1、在本《法律意见书》中，本所及本所律师仅就本次 ...

Core Insights - The precious metals sector experienced a significant increase of 6.06% on September 22, with Hunan Silver leading the gains [1] - The Shanghai Composite Index closed at 3828.58, up 0.22%, while the Shenzhen Component Index closed at 13157.97, up 0.67% [1] Precious Metals Sector Performance - Hunan Silver (002716) closed at 6.75, with a rise of 9.93% and a trading volume of 3.1884 million shares, resulting in a transaction value of 2.11 billion [1] - Zhongjin Gold (600489) saw a closing price of 19.98, up 9.42%, with a trading volume of 1.7282 million shares [1] - Xiaocheng Technology (300139) closed at 27.13, increasing by 9.35% with a trading volume of 714,900 shares [1] - Western Gold (601069) closed at 30.80, up 8.57%, with a trading volume of 531,700 shares [1] - Sichuan Gold (001337) closed at 28.28, increasing by 6.92% with a trading volume of 217,800 shares [1] - Shandong Gold (600547) closed at 38.49, up 5.45%, with a trading volume of 539,100 shares [1] - Hengbang Shares (002237) closed at 14.24, increasing by 4.48% with a trading volume of 418,400 shares [1] - Chifeng Gold (600988) closed at 28.80, up 4.35%, with a trading volume of 667,000 shares [1] - Shanjin International (000975) closed at 20.95, up 3.41%, with a trading volume of 406,800 shares [1] - Hunan Gold (002155) closed at 21.95, increasing by 3.10% with a trading volume of 540,600 shares [1] Fund Flow Analysis - The precious metals sector saw a net inflow of 1.527 billion from main funds, while retail funds experienced a net outflow of 1.303 billion [1] - Major stocks like Shandong Gold (600547) had a net inflow of 330 million, while retail funds saw a net outflow of 281 million [2] - Zhongjin Gold (600489) had a net inflow of 313 million from main funds, but retail funds experienced a net outflow of 361 million [2] - Hunan Silver (002716) recorded a net inflow of 218 million from main funds, with retail funds seeing a net outflow of 130 million [2] - Western Gold (601069) had a net inflow of 165 million from main funds, while retail funds experienced a net outflow of 877 million [2] - Chifeng Gold (600988) saw a net inflow of 149 million from main funds, with retail funds experiencing a net outflow of 127 million [2]

Core Insights - The precious metals sector experienced a rise of 0.77% on September 19, with Sichuan Gold leading the gains [1] - The Shanghai Composite Index closed at 3820.09, down 0.3%, while the Shenzhen Component Index closed at 13070.86, down 0.04% [1] Precious Metals Sector Performance - Sichuan Gold (001337) closed at 26.45, up 1.54% with a trading volume of 128,500 shares and a transaction value of 337 million yuan [1] - Hunan Silver (002716) closed at 6.14, up 1.49% with a trading volume of 1,742,300 shares and a transaction value of 1.072 billion yuan [1] - Zhongjin Gold (600489) closed at 18.26, up 1.16% with a trading volume of 609,400 shares and a transaction value of 1.115 billion yuan [1] - Western Gold (601069) closed at 28.37, up 1.14% with a trading volume of 128,990 shares and a transaction value of 820 million yuan [1] - Shandong Gold (600547) closed at 36.50, up 1.11% with a trading volume of 363,600 shares and a transaction value of 1.331 billion yuan [1] Capital Flow Analysis - The precious metals sector saw a net outflow of 49.895 million yuan from institutional investors and 90.8638 million yuan from speculative funds, while retail investors had a net inflow of 141 million yuan [2] - Hunan Silver experienced a net outflow of 43.5908 million yuan from institutional investors, while retail investors had a net inflow of 42.7077 million yuan [3] - Sichuan Gold had a net inflow of 32.6398 million yuan from institutional investors, with a net outflow of 12.4333 million yuan from speculative funds [3]

Market Overview - On September 18, the precious metals sector experienced a decline of 3.95% compared to the previous trading day, with Xiaocheng Technology leading the drop [1] - The Shanghai Composite Index closed at 3831.66, down 1.15%, while the Shenzhen Component Index closed at 13075.66, down 1.06% [1] Individual Stock Performance - The following stocks in the precious metals sector saw significant declines: - Xiaocheng Technology (300139) closed at 24.59, down 8.76% with a trading volume of 664,400 shares and a turnover of 1.657 billion yuan [1] - Hunan Silver (002716) closed at 6.05, down 6.49% with a trading volume of 2.252 million shares [1] - Western Gold (601069) closed at 28.05, down 6.06% with a trading volume of 455,300 shares [1] - Sichuan Gold (001337) closed at 26.05, down 5.20% with a trading volume of 182,500 shares [1] - Hunan Gold (002155) closed at 21.24, down 4.50% with a trading volume of 780,700 shares [1] Capital Flow Analysis - The precious metals sector saw a net outflow of 1.708 billion yuan from institutional investors, while retail investors had a net inflow of 1.797 billion yuan [1] - The following stocks had notable capital flows: - Hunan Gold (002155) experienced a net outflow of 188 million yuan from institutional investors [2] - Sichuan Gold (001337) had a net outflow of 92.79 million yuan from institutional investors [2] - Western Gold (601069) saw a net outflow of 129 million yuan from institutional investors [2]

Core Viewpoint - The stock of Shanjin International has experienced fluctuations, with a recent decline of 2.04% and a year-to-date increase of 37.29%, indicating volatility in the market while maintaining overall growth [1][2]. Company Overview - Shanjin International, established on June 18, 1999, and listed on June 8, 2000, is located in Beijing and primarily engages in precious and non-ferrous metal mining and trading, focusing on gold as its main product [1]. - The company's revenue composition includes copper trading (33.67%), quality gold (32.30%), silver trading (17.01%), tin ingot trading (7.17%), and other metal trades [1]. Financial Performance - For the first half of 2025, Shanjin International reported a revenue of 9.246 billion yuan, reflecting a year-on-year growth of 42.14%, and a net profit attributable to shareholders of 1.596 billion yuan, up 48.43% year-on-year [2]. - Cumulative cash dividends since the A-share listing amount to 5.982 billion yuan, with 2.568 billion yuan distributed over the past three years [3]. Shareholder Information - As of June 30, 2025, the number of shareholders increased by 14.62% to 36,900, with an average of 68,473 circulating shares per shareholder, a decrease of 11.34% [2]. - Major shareholders include Hong Kong Central Clearing Limited, which holds 67.2156 million shares, and new entrants like Guotai Junan Dual Benefit Bond A and E Fund CSI 300 ETF [3].

Market Overview - The precious metals sector experienced a decline of 2.27% on September 17, with Western Gold leading the drop [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] Individual Stock Performance - Western Gold (601069) closed at 29.86, down 5.27% with a trading volume of 459,400 shares and a transaction value of 1.379 billion [1] - Chifeng Jilong Gold Mining (600988) closed at 28.50, down 3.65% with a trading volume of 733,100 shares and a transaction value of 2.093 billion [1] - Zhongjin Gold (600489) closed at 18.68, down 2.96% with a trading volume of 1,049,800 shares and a transaction value of 1.964 billion [1] - Hunan Gold (002155) closed at 22.24, down 2.88% with a trading volume of 706,500 shares and a transaction value of 1.566 billion [1] Capital Flow Analysis - The precious metals sector saw a net outflow of 1.589 billion from institutional investors, while retail investors contributed a net inflow of 1.301 billion [1] - The table indicates that Zhongjin Gold had a net outflow of 292 million from institutional investors, while retail investors had a net inflow of 149 million [2] - Chifeng Jilong Gold experienced a net outflow of 266 million from institutional investors, with a retail net inflow of 190 million [2]

Core Viewpoint - Shan Jin International's stock price has shown a significant increase of 39.22% year-to-date, despite a recent decline of 2.02% on September 17, 2023, indicating volatility in the market [1]. Company Overview - Shan Jin International, established on June 18, 1999, and listed on June 8, 2000, is primarily engaged in the mining and trading of precious and non-ferrous metals, with gold as its main product [1]. - The company's revenue composition includes copper trading (33.67%), gold (32.30%), silver trading (17.01%), tin ingots (7.17%), and other metals [1]. Financial Performance - For the first half of 2025, Shan Jin International reported a revenue of 9.246 billion yuan, representing a year-on-year growth of 42.14%, and a net profit attributable to shareholders of 1.596 billion yuan, up 48.43% year-on-year [2]. - The company has distributed a total of 5.982 billion yuan in dividends since its A-share listing, with 2.568 billion yuan in the last three years [3]. Shareholder Structure - As of June 30, 2025, the number of shareholders increased by 14.62% to 36,900, while the average circulating shares per person decreased by 11.34% to 68,473 shares [2]. - Major shareholders include Hong Kong Central Clearing Limited, which holds 67.2156 million shares, and new entrants like Guotai Junan Dual Benefit Bond A and E Fund CSI 300 ETF [3].

Market Overview - On September 16, the precious metals sector rose by 0.62% compared to the previous trading day, with Xiaocheng Technology leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Individual Stock Performance - Xiaocheng Technology (300139) closed at 27.84, up 5.61% with a trading volume of 745,000 shares and a transaction value of 2.012 billion [1] - Western Gold (601069) closed at 31.52, up 2.87% with a trading volume of 561,200 shares and a transaction value of 1.746 billion [1] - Shanjin International (000975) closed at 21.32, up 1.52% with a trading volume of 465,600 shares and a transaction value of 991 million [1] - Hunan Gold (002155) closed at 22.90, up 1.24% with a trading volume of 660,100 shares and a transaction value of 1.492 billion [1] - Zhongjin Gold (600489) closed at 19.25, up 1.00% with a trading volume of 1,241,100 shares and a transaction value of 2.366 billion [1] Fund Flow Analysis - The precious metals sector experienced a net outflow of 869 million from institutional investors, while retail investors saw a net inflow of 712 million [2] - The overall fund flow indicates that retail investors are more active in the precious metals sector compared to institutional investors [2] Detailed Fund Flow for Individual Stocks - Xiaocheng Technology saw a net inflow of 46.07 million from institutional investors, while retail investors had a net outflow of 32.78 million [3] - Sichuan Gold (001337) experienced a net outflow of 11.42 million from institutional investors, but a net inflow of 10.58 million from retail investors [3] - Hunan Silver (002716) had a net outflow of 1.15 billion from institutional investors, but a net inflow of 1.23 billion from retail investors [3] - Western Gold (601069) faced a net outflow of 118 million from institutional investors, while retail investors had a net inflow of 114 million [3]

Market Overview - The precious metals sector experienced a decline of 1.17% on September 15, with Xiaocheng Technology leading the drop [1] - The Shanghai Composite Index closed at 3860.5, down 0.26%, while the Shenzhen Component Index closed at 13005.77, up 0.63% [1] Individual Stock Performance - Hunan Silver (002716) closed at 6.72, up 1.66% with a trading volume of 3.45 million shares and a transaction value of 2.31 billion [1] - Shandong Gold (600547) remained unchanged at 37.99 with a trading volume of 432,400 shares and a transaction value of 1.65 billion [1] - Zhongjin Gold (600489) closed at 19.06, down 1.24% with a trading volume of 822,400 shares and a transaction value of 1.58 billion [1] - Chifeng Gold (600988) closed at 29.30, down 1.51% with a trading volume of 593,900 shares and a transaction value of 1.74 billion [1] - Other notable declines include Sichuan Gold (001337) down 2.22% and Hunan Gold (002155) down 3.37% [1][2] Capital Flow Analysis - The precious metals sector saw a net outflow of 1.074 billion from institutional investors, while retail investors contributed a net inflow of 0.887 billion [2][3] - Hunan Gold (002155) experienced a net outflow of 225 million from institutional investors, with a retail net inflow of 149 million [3] - Zhongjin Gold (600489) had a net outflow of 146 million from institutional investors, with a retail net inflow of 72.64 million [3] - Shandong Gold (600547) also saw a net outflow of 142 million from institutional investors, while retail investors contributed a net inflow of 104 million [3]

Group 1 - UBS raised its gold price forecast for the end of 2025 by $300 to $3,800 per ounce and for mid-2026 by $200 to $3,900 per ounce, citing expectations of a loosening monetary policy by the Federal Reserve and a weakening dollar related to interest rate cuts and geopolitical risks [1] - The gold ETF holdings are expected to exceed 3,900 tons by the end of 2025, approaching previous record levels, driven by increased confidence in gold as a safe-haven asset amid declining trust in dollar assets and ongoing regional risks [1] - As of September 11, gold futures prices have significantly increased, attracting over 100 billion yuan in capital, with a cumulative increase of over 17 billion yuan in September alone [1] Group 2 - As of September 12, the gold stock ETF fund has seen a net value increase of 52.20% over the past six months, ranking 67 out of 3,610 index stock funds, placing it in the top 1.86% [4] - The gold stock ETF fund has a management fee of 0.50% and a custody fee of 0.10%, closely tracking the CSI Hong Kong and Shanghai Gold Industry Index, which includes 50 large-cap companies involved in gold mining, refining, and sales [5] - The top ten weighted stocks in the CSI Hong Kong and Shanghai Gold Industry Index account for 66.52% of the index, with major companies including Zijin Mining and Shandong Gold [6]