国浩律师(乌鲁木齐)事务所 国浩律师(乌鲁木齐)事务所 关于新疆交通建设集团股份有限公司 二 0 二四年度股东会 法律意见书 國浩律師事務所 GRANDALL LAW FIRM 北京 ・上海 ・深圳 ・ 广州 ・ 昆明 ・天津 ・ 成都 ・ 宁波・福州・ 西安 ・ 南京 ・ 南宁 ・ 济南 ・ 重庆 · 苏州 · 长沙 · 太原 · 武汉 · 贵阳 · 乌鲁木齐 · 香港 · 硅谷 新疆乌鲁木齐经济技术开发区云台山街 499 号盛达广场 15 层 邮编：830000 电话 (+86)(991) 3070688 传真: (+86)(991)3070288 网址:http://www.grandall.com.cn 一、本次年度股东会的召集、召开程序 1、公司董事会于 2024年4月24日分别在《证券时报》和深圳证券交易所 网站上刊登了《新疆交通建设集团股份有限公司关于召开 2024年度股东会的通 知》公告,上述公告载明了本次年度股东会的会议召集人、召开时间、投票方式、 现场会议召开的日期、时间和地点、参加网络投票的操作流程、会议审议事项、 会议出席对象、会议登记办法及其他事项等内容。 2、公司本次年度股东会采取 ...

Group 1: Company Overview and Governance - The company has a total of 44,505 shareholders as of May 20, 2025 [4] - In 2024, the company completed the re-election of the board of directors and the supervisory board, along with the appointment of senior management [3] - The company has not yet implemented an equity incentive plan but has established a market value management system [3] Group 2: Financial Performance - In 2024, the company's operating income was 6.863 billion yuan, a decrease of 15.19% year-on-year [7] - The construction industry remains the primary revenue source, contributing 6.564 billion yuan, accounting for 95.64% of total revenue, down 14.65% [7] - Trade business revenue was 148 million yuan, down 45.06%, while surveying and design services saw a revenue increase of 12.84% to 120 million yuan [7] Group 3: Market Position and Strategy - The company generated 6.105 billion yuan in revenue from within Xinjiang, accounting for 88.95%, a decrease of 15.75% [6] - The company aims to reduce regional market dependency by diversifying its business layout, including sectors like new energy and logistics [5] - Future strategies include focusing on the "Ten Major Industrial Clusters" and "Ten Networks" construction in Xinjiang [9] Group 4: Innovation and Technology - The company invested 16.7186 million yuan in R&D in 2024, a 4.91% increase, with 33 new research projects initiated [11] - The company emphasizes technological innovation, including the development of intelligent construction technologies [2] Group 5: Environmental and Social Responsibility - The company is committed to green construction and environmental protection, implementing measures to control waste and promote energy-saving practices [7] - The company has established a comprehensive environmental management system to monitor and reduce construction-related impacts [7] Group 6: Future Outlook - The company anticipates benefiting from the Xinjiang region's infrastructure investment policies, with planned investments of 80 billion yuan in 2025, a 13.5% increase from 2024 [9] - The company plans to expand its international business, particularly in Central Asia, leveraging its position along the Silk Road Economic Belt [10]

Investment Rating - The report maintains a positive outlook on the investment potential in Xinjiang, indicating a "Look Favorably" rating for the region's industrial chain, particularly in construction [2]. Core Insights - Xinjiang's unique regional advantages and strategic position are highlighted, serving as a crucial land passage connecting China with Central Asia, South Asia, West Asia, and Europe [3][12]. - The central government has outlined a blueprint for Xinjiang's development, emphasizing the construction of "ten major industrial clusters" to enhance economic growth and resource utilization [4][15]. - Xinjiang's fiscal stability is noted, with comprehensive financial resources increasing from 582.73 billion yuan in 2021 to 687.71 billion yuan in 2023, supported by significant central government subsidies [20][22]. - The report anticipates a robust growth trajectory for fixed asset investment in Xinjiang, projecting a scale of 2.09 to 2.48 trillion yuan by 2030, with infrastructure investments estimated between 732.8 billion and 991.8 billion yuan [29][32]. Summary by Sections 1. Strategic Importance and Development Potential - Xinjiang's geographical location is pivotal for national connectivity and economic integration, with significant strategic implications for national development [12][15]. - The region is set to accelerate the formation of a modern industrial system supported by eight major industrial clusters, evolving into ten by 2024 [4][15]. 2. Fiscal Stability and Investment Growth - The financial structure of Xinjiang's government is stable, with a year-on-year increase in comprehensive financial resources and a notable rise in central government subsidies [20][22]. - Fixed asset investment in Xinjiang is projected to grow at a compound annual growth rate (CAGR) of 10.1% from 2019 to 2024, indicating a strong investment environment [20][29]. 3. Modern Industrial Clusters and Key Projects - Xinjiang is actively promoting key project investments, with total investment in major projects expected to rise from 1.68 trillion yuan in 2020 to 3.7 trillion yuan by 2024, reflecting a CAGR of 21.8% [35][39]. - The region's focus on infrastructure and industrial cluster development is expected to yield significant economic benefits, with major projects like the "Fourth Channel for Power Transmission" and the Hami Energy Integration Innovation Base set to commence [39][42].

Group 1 - The People's Bank of China emphasizes the implementation of a moderately loose monetary policy to meet the financing needs of the real economy and support key areas such as technological innovation and consumption [2] - The Ministry of Finance reports that from January to April, the national general public budget revenue reached 80,616 billion yuan, a year-on-year decrease of 0.4%, with the decline narrowing by 0.7 percentage points compared to the first quarter [3] - In April, tax revenue increased by 1.9% year-on-year, marking the first month of positive growth this year, while the total tax revenue from January to April was 65,556 billion yuan, down 2.1% year-on-year [4] Group 2 - The Ministry of Finance announces that the securities transaction stamp duty for January to April was 53.5 billion yuan, a year-on-year increase of 57.8% [5] - The National Energy Administration reports that the total electricity consumption in April was 7,721 billion kilowatt-hours, a year-on-year increase of 4.7% [6] - The National Development and Reform Commission states that most policies aimed at stabilizing employment and the economy are expected to be implemented by the end of June [8] Group 3 - The National Development and Reform Commission highlights the need to address "involution" competition that distorts market mechanisms and disrupts fair competition [9] - The China Automobile Industry Association reports that the top ten car manufacturers sold 2.502 million vehicles from January to April, accounting for 68.7% of total car sales [10] - A joint document from the Central Cyberspace Affairs Commission, the National Development and Reform Commission, and the Ministry of Industry and Information Technology outlines goals for IPv6 deployment by 2025, including reaching 850 million active users [11] Group 4 - Various companies are making significant moves, such as Zhaoyi Innovation planning to issue H-shares and list on the Hong Kong Stock Exchange, and several companies announcing share repurchase plans [13] - The Ministry of Finance reports that the total assets and loan growth rates of state-owned banks have slightly declined compared to 2024, but remain relatively high [14] - Zhongtai Securities discusses the logic behind the recent rise in bank stocks, indicating a strong rationale for continued investment in this sector [15]

特别提示： ? 本次权益变动属于持股5%以上股东新疆特变电工集团有限公司（以下 简称"特变电工集团公司"）实施前期已披露的股份减持计划。特变电工集团公 司在2025年4月2日至2025年5月19日期间通过大宗交易方式减持公司股份，累计 权益变动比例为0.71%，持股比例从10.23%减持至9.52%，触及5%的整数倍。 ? 本次权益变动前，特变电工集团公司持有新疆交通建设集团股份有限公 司（以下简称"公司"）股份65,984,201股，占公司总股本的10.23%；本次权益变 动后，特变电工集团公司持有公司股份61,434,201股,占公司总股本的9.52%。本 次权益变动后，特变电工集团公司仍为持有公司5%以上股份的股东。 证券代码：002941 证券简称：新疆交建 公告编号：2025-029 新疆交通建设集团股份有限公司 关于持股 5%以上股东权益变动后持股比例触及 5%整数倍的提示性公告 持股5%以上的股东新疆特变电工集团有限公司保证向本公司提供的信息真实、 准确和完整，没有虚假记载、误导性陈述或重大遗漏。 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。 ...

新疆交通建设集团股份有限公司 简式权益变动报告书 信息披露义务人声明 本声明所述的词语或简称与本报告书"释义"部分所定义的词语或简称 具有相同的含义。 新疆交通建设集团股份有限公司 简式权益变动报告书 上市公司名称：新疆交通建设集团股份有限公司 股票上市地点：深圳证券交易所 股票简称：新疆交建 股票代码：002941 信息披露义务人名称：新疆特变电工集团有限公司 住所：新疆乌鲁木齐高新技术产业开发区（新市区）高新街 230 号 通讯地址：新疆乌鲁木齐高新技术产业开发区（新市区）高新街 230 号 股份变动性质：股份减少 签署日期：二〇二五年五月 1 一、信息披露义务人依据《中华人民共和国证券法》《上市公司收购管理 办 法》《公开发行证券的公司信息披露内容与格式准则第 15 号─权益变动报 告书》 及相关法律、法规和规范性文件编写本权益变动报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不 违反信息披露义务人章程或内部规则中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》的规定， 本 报告书已全面披露信息披露义务人在新疆交建中拥有权益的股份变动情况。 ...

关于持股 5%以上股东权益变动后持股比例触及 5%整数倍的提示性公告 持股5%以上的股东新疆特变电工集团有限公司保证向本公司提供的信息真实、 准确和完整，没有虚假记载、误导性陈述或重大遗漏。 本次权益变动前，特变电工集团公司持有新疆交通建设集团股份有限公 司（以下简称"公司"）股份65,984,201股，占公司总股本的10.23%；本次权益变 动后，特变电工集团公司持有公司股份61,434,201股,占公司总股本的9.52%。本 次权益变动后，特变电工集团公司仍为持有公司5%以上股份的股东。 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。 本次权益变动不会导致公司的控股股东、实际控制人发生变化。 特别提示： 本次权益变动属于持股5%以上股东新疆特变电工集团有限公司（以下 简称"特变电工集团公司"）实施前期已披露的股份减持计划。特变电工集团公 司在2025年4月2日至2025年5月19日期间通过大宗交易方式减持公司股份，累计 权益变动比例为0.71%，持股比例从10.23%减持至9.52%，触及5%的整数倍。 证券代码：002941 证券简称：新疆交建 公告编号 ...

Group 1: Financial Support and Economic Policies - The People's Bank of China emphasizes the implementation of a moderately loose monetary policy to meet the financing needs of the real economy and maintain reasonable growth in financial totals [2] - The meeting highlighted the need to support key areas such as technological innovation, consumption, small and micro enterprises, and stabilizing foreign trade [2] - The National Development and Reform Commission plans to implement most employment and economic stabilization policies by the end of June [8] Group 2: Fiscal Revenue and Taxation - From January to April, the national general public budget revenue reached 80,616 billion yuan, a year-on-year decrease of 0.4%, with the decline narrowing by 0.7 percentage points compared to the first quarter [3] - In April, tax revenue increased by 1.9% year-on-year, marking the first month of positive growth this year [4] - The securities transaction stamp duty for January to April was 53.5 billion yuan, a year-on-year increase of 57.8% [5] Group 3: Energy Consumption - In April, the total electricity consumption reached 7,721 billion kilowatt-hours, a year-on-year increase of 4.7% [6] - From January to April, total electricity consumption was 31,566 billion kilowatt-hours, with a year-on-year growth of 3.1% [6] Group 4: Automotive Industry - In the first four months, the top ten car manufacturers sold 2.502 million vehicles, accounting for 68.7% of total car sales [11] - Among these manufacturers, BYD, Geely, SAIC-GM-Wuling, and FAW saw varying degrees of sales growth compared to the same period last year [11] Group 5: IPv6 Deployment - The Central Cyberspace Affairs Commission, National Development and Reform Commission, and Ministry of Industry and Information Technology aim to establish a leading global IPv6 technology and application system by the end of 2025 [12] - The target includes reaching 850 million active IPv6 users and 1.1 billion IoT IPv6 connections [12]

Group 1 - Zhaoyi Innovation plans to issue H-shares and list on the Hong Kong Stock Exchange, considering the interests of existing shareholders and market conditions [3] - ST Zhongdi has decided to abandon the commercial opportunity for the Jiageng Ke Yi City land project, with the controlling shareholder planning to develop the project instead [4] - Xichang Electric Power expects a reduction of approximately 5.4 million yuan in net profit for 2025 due to adjustments in the time-of-use electricity pricing mechanism [5] Group 2 - Sanfu New Materials intends to invest 620 million yuan in a project for high-safety dry electrode battery key materials and high-frequency electronic information composite materials [6] - Weifu High-Tech's subsidiary plans to establish a joint venture with Baolong Technology to expand the active suspension motor hydraulic pump business [7] - Yulong Co., Ltd. will have its stock delisted on May 27, 2025, following a decision by the Shanghai Stock Exchange [8] Group 3 - Chen'an Technology's shareholder is transferring 6.27% of the company's shares to Hefei Guotou, aiming to introduce strategic investors [9] - Huamao Technology is planning to acquire a 100% stake in Fuchuang Youyue, with stock trading suspended for up to 10 trading days [11] - Baolong Technology's subsidiary will collaborate with Weifu High-Tech's subsidiary to develop core components for the active suspension system [12] Group 4 - Zhongnong Lihua intends to acquire at least 50% of Taizhou Agricultural Supplies, enhancing its product and service range [13] - Weiling Co., Ltd.'s subsidiary has successfully acquired 74.3% of Jiayu Mining for 220 million yuan, focusing on expanding into the non-ferrous metal resource sector [14][15] - Hengshi Technology's subsidiary has been approved for public transfer of shares on the New Third Board [16] Group 5 - Xiang Teng New Materials plans to acquire an additional 12.5% stake in its subsidiary Shanghai Shangda for 25.3 million yuan [17] - ST Texin has extended its employee stock ownership plan by 12 months, reflecting confidence in the company's long-term development [18] - Baili Electric has issued a risk warning regarding its stock price increase, indicating no significant changes in fundamentals [19] Group 6 - Hu Silicon Industry plans to acquire minority stakes in three semiconductor companies for approximately 7.04 billion yuan [20][21] - Demais plans to change its controlling shareholder, leading to a temporary suspension of stock trading [22] - FAW Fuwei has received a notice from a well-known new energy brand for a project expected to generate 1.06 billion yuan in total sales over its lifecycle [23] Group 7 - Hangyang Co. plans to establish a subsidiary for a large modular cryogenic equipment manufacturing project with an estimated investment of 557 million yuan [24] - Jiewate intends to acquire 40.89% of Tianyi Hexin for 319 million yuan, enhancing its product line in the signal chain category [25] - Dingxin Communications has elected a new chairman following the resignation of the previous chairman [26][27] Group 8 - Aofei Entertainment plans to invest 10 million yuan in a partnership to indirectly invest in AI robotics company Xuan Yuan Technology [28] - Huaxi Energy's controlling shareholder has been detained, but the company states that operations remain normal [29] - Yihe Jiaye will change its stock name to "Ruimaite" starting May 21 [30] Group 9 - Zhongjin Environment will change its name to "Southern Pump Industry" effective May 21 [31] - Hong Sifang's subsidiary plans to invest approximately 1.49 billion yuan in a new chemical materials and fertilizers industrial park [32] - Buchang Pharmaceutical's subsidiary has signed a research agreement for MF59 adjuvant with a pharmaceutical company [33] Group 10 - Hongjing Technology has signed a service contract worth 597 million yuan for a smart computing project [34] - Zhuojin Co. has won a bid for a soil remediation project worth 67.68 million yuan [35] - Xinjiang Jiaojian has been awarded a contract for a highway project valued at 451 million yuan [36] Group 11 - China National Materials Energy's subsidiary has signed a contract for an EPC project in Uzbekistan worth approximately 1.252 billion yuan [37] - Ruixin Microelectronics' shareholder plans to reduce its stake by up to 2% [38] - Shanghai Yizhong's shareholder also plans to reduce its stake by up to 2% [39] Group 12 - Sanyou Medical's controlling shareholder plans to reduce its stake by up to 1.44% [40] - Hangdian Co.'s controlling shareholder plans to reduce its stake by up to 1.93% [41] - Shangwei New Materials' shareholder plans to reduce its stake by up to 3% [42] Group 13 - Mingchen Health plans to repurchase shares worth between 30 million and 50 million yuan [43] - Jiuhua Tourism plans to raise up to 500 million yuan through a private placement for various projects [44] - Yuegui Co. plans to raise up to 900 million yuan for several projects [46]

Group 1 - Zhaoyi Innovation plans to issue H-shares and list on the Hong Kong Stock Exchange, considering the interests of existing shareholders and market conditions [3] - ST Zhongdi has decided to abandon the commercial opportunity for the Jiageng Science and Art City land project, which has an area of 108,600 square meters and a starting price of 2.067 billion yuan [4] - Xichang Electric Power expects a reduction of approximately 5.4 million yuan in net profit for 2025 due to adjustments in the time-of-use electricity pricing mechanism [5] Group 2 - Sanfu New Technology plans to invest 620 million yuan in a project for high-safety dry electrode battery key materials and high-frequency electronic information composite materials, with production expected to start in June 2025 [6] - Weifu High-Tech's subsidiary will establish a joint venture with Baolong Technology to expand the business of fully active suspension motor hydraulic pumps, with a registered capital of 400 million yuan [7] - Yulong Co., Ltd. will have its stock delisted on May 27, 2025, following a decision by the Shanghai Stock Exchange [8] Group 3 - Chensan Technology's shareholder Shanghai Ruiwei will transfer 14.58 million shares, representing 6.27% of the company, to Hefei Guotou, with the transfer price set at 17.7 yuan per share [10] - Huamao Technology is planning to acquire a 100% stake in Fuchuang Youyue, currently holding 42.16% of the company, with stock trading suspended for up to 10 days [11] - Baolong Technology's subsidiary will partner with Weifu High-Tech's subsidiary to develop and mass-produce core components for fully active suspension systems [12] Group 4 - Buchang Pharmaceutical's subsidiary has signed a commissioned research agreement with Fubicheng Pharmaceutical for the MF59 emulsion adjuvant [14] - Hongjing Technology has signed a service contract worth 597 million yuan for a smart computing project, with a duration of five years [15] - Zhuojin Co., Ltd. has won a bid for a soil remediation project worth 67.68 million yuan, with an expected share of approximately 59.9 million yuan [16] - Xinjiang Jiaojian has been awarded a contract for the G3013 line Ucha to Kangsou highway project, with a bid amount of 451 million yuan [17] Group 5 - Mingchen Health plans to repurchase shares worth between 30 million and 50 million yuan for employee stock ownership plans, with a maximum repurchase price of 23 yuan per share [19]