北京市中伦律师事务所 关于北京佳讯飞鸿电气股份有限公司 2025 年第一次临时股东会的 法律意见书 二〇二五年九月 北京市中伦律师事务所 关于北京佳讯飞鸿电气股份有限公司 2025 年第一次临时股东会的法律意见书 致：北京佳讯飞鸿电气股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受北京佳讯飞鸿电气股份有限 公司（以下简称"公司"）委托，指派本所律师通过现场及视频方式对公司 2025 年第一次临时股东会（以下简称"本次股东会"）的合法性进行见证并出具法律 意见。 本法律意见书根据《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》"）、中国证券监督管理委 员会（以下简称"中国证监会"）《上市公司股东会规则》（以下简称"《股东 会规则》"）及《深圳证券交易所上市公司股东会网络投票实施细则》等现行有 效的有关法律、法规和规范性文件以及《北京佳讯飞鸿电气股份有限公司章程》 （以下简称"《公司章程》"）的规定而出具。 为出具本法律意见书，本所律师审查了公司本次股东会的有关文件和材料。 本所律师得到公司如下保证，即其已提供了本所律师认为出具本法律意见书所必 - 1 ...

Group 1 - The core point of the news is that Jiexun Feihong's stock price dropped by 5.06% to 9.95 CNY per share, with a trading volume of 186 million CNY and a turnover rate of 3.33%, resulting in a total market capitalization of 5.914 billion CNY [1] - Jiexun Feihong, established on January 26, 1995, and listed on May 5, 2011, specializes in communication information technology applications, providing integrated command and dispatch systems and comprehensive solutions [1] - The company's main business revenue composition includes command and dispatch services at 58.32%, intelligent applications at 22.04%, and industry IoT applications at 19.64% [1] Group 2 - Longcheng Fund's Longcheng Jiujia Innovation Growth Mixed A Fund (004666) reduced its holdings by 4 million shares in the second quarter, now holding 13 million shares, which accounts for 2.38% of the circulating shares, resulting in an estimated floating loss of approximately 6.89 million CNY [2] - Longcheng Jiujia Innovation Growth Mixed A Fund was established on July 5, 2017, with a latest scale of 2.051 billion CNY, achieving a year-to-date return of 31.16% and a one-year return of 100.76% [2] - The fund manager, You Guoliang, has been in position for 5 years and 323 days, with the fund's total asset scale at 3.805 billion CNY, achieving a best return of 135.62% and a worst return of -15.93% during his tenure [3]

Core Viewpoint - The company has achieved a significant milestone in its overseas expansion by securing its first order in the South African market, valued at approximately 41.77 million RMB, marking a breakthrough in its international projects [1][2]. Group 1: Overseas Expansion - The contract signed with Maziya General Services (Pty) Ltd focuses on critical upgrades to South Africa's core railway network, which will enhance the reliability and efficiency of railway operations [2]. - This contract represents the first overseas project for the company with a contract value exceeding 40 million RMB, indicating a solid step in its international market expansion [2][4]. - The successful execution of this overseas project is expected to positively impact the company's future operating performance [4]. Group 2: Financial Performance - The company faced challenges in its financial performance during the first half of 2025, reporting total revenue of 328 million RMB, a year-on-year decline of 28.93%, and a net profit attributable to shareholders of -11.73 million RMB, a decrease of 144.13% [2][3]. - The transportation sector, a key revenue source for the company, experienced a significant decline, adversely affecting overall performance [3]. Group 3: Strategic Partnerships and Innovation - In 2024, the company signed a strategic cooperation agreement with Huawei, further deepening collaboration in communication and information technology [5]. - In 2025, the partnership yielded results with the launch of an intelligent railway solution based on DeepSeek, optimizing deployment and risk assessment [5]. - The company emphasizes "AI+" as its core innovation engine, driving product and solution upgrades towards AI intelligence through a dual approach of scenario implementation and technological advancement [6].

Group 1 - The company, Jiaxun Feihong, announced the signing of a contract with Maziya General Services (Pty) Ltd [2] - The total contract amount is $5,841,600, which is approximately 41,767,440 RMB based on an exchange rate of 7.15 [2]

Group 1 - The core point of the article is that Beijing Jiaxun Feihong Electric Co., Ltd. has signed a significant contract worth $5.8416 million (approximately 41.7674 million RMB) with Maziya General Services, marking its first order in the South African market and a milestone in its overseas projects [2] - The project aims to upgrade South Africa's core railway network from GSM-R communication to FRMCS, along with enhancements to the MCX and multimedia dispatch systems, significantly improving railway operation reliability and transport efficiency [2] - This contract is seen as a major step in expanding the company's market presence in the overseas railway communication sector and enhancing its international brand influence, aligning with China's Belt and Road Initiative and deepening infrastructure cooperation with Africa [2] Group 2 - The successful execution of this contract is expected to have a positive impact on the company's future operating performance, although the specific effects will be confirmed after the annual audit by the auditing agency [2]

Group 1 - Hars has received approval from the China Securities Regulatory Commission for a stock issuance to specific targets [1] - Baolande's shareholders plan to reduce their holdings by up to 3% of the company's shares [1] - Zhichun Technology's controlling shareholder intends to reduce holdings by up to 2.35% of the company's shares [2] Group 2 - Yema Battery's actual controllers plan to reduce their holdings by up to 3% of the company's shares [3] - Fangda Carbon has paid a total of 51.93 million yuan in tax and late fees [3] - Robotech's subsidiary signed a contract worth approximately 946.5 million euros [4] Group 3 - Xinke Mobile's shareholders plan to reduce their holdings by up to 1% of the company's shares [5] - Tongcheng New Materials' shareholder plans to reduce holdings by up to 2.17% of the company's shares [6] - SF Holding has repurchased 1.185 million A-shares for a total amount of 49.78 million yuan [8] Group 4 - Changqing Technology plans to issue convertible bonds to raise no more than 800 million yuan [10] - Aishida's subsidiary signed a framework cooperation agreement for equipment procurement [11] - Dayu Water's subsidiary has become the first candidate for a major water supply project with a pre-bid amount of 161 million yuan [12] Group 5 - Wanlima signed a significant contract worth approximately 44.6 million yuan [13] - Tieliu Co. signed a framework agreement with a robotics research institute [14] - Gongda Keya won a project for smart heating renovation with an estimated investment of about 100 million yuan [15] Group 6 - Jiaxun Feihong signed an overseas project contract worth approximately 41.77 million yuan [16] - Xiangfenghua's shareholder plans to reduce holdings by up to 2% of the company's shares [17] - Bangjie Co.'s subsidiary has been applied for bankruptcy reorganization [18] Group 7 - *ST Lanhua plans to establish a joint venture company with a registered capital of 70 million yuan [19] - Zhongcheng Co. intends to purchase 100% equity of a clean energy company for 151 million yuan [19]

Core Viewpoint - The stock of JXFH has experienced fluctuations, with a recent decline of 2.01% and a year-to-date increase of 40.18%, indicating volatility in its market performance [1][2]. Group 1: Stock Performance - As of September 4, JXFH's stock price is 10.71 CNY per share, with a market capitalization of 6.366 billion CNY [1]. - The stock has seen a net outflow of 15.75 million CNY in principal funds, with significant selling pressure [1]. - Over the past 60 days, the stock has increased by 33.54%, while it has decreased by 0.65% in the last 5 trading days [1]. Group 2: Financial Performance - For the first half of 2025, JXFH reported a revenue of 328 million CNY, a year-on-year decrease of 28.93%, and a net profit of -11.73 million CNY, down 144.13% [2]. - Cumulative cash dividends since the A-share listing amount to 339 million CNY, with 88.62 million CNY distributed over the last three years [3]. Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders has increased to 49,000, with an average of 11,140 circulating shares per person, a decrease of 3.02% [2]. - The top ten circulating shareholders include notable funds, with the third-largest shareholder reducing their stake by 4 million shares [3].

Group 1 - The overseas investment enthusiasm for Chinese stock ETFs has surged, with significant net inflows recorded in August [4][5] - Five major Chinese stock ETFs have reached a combined asset scale of $26.6 billion, marking an increase of approximately $2.3 billion, or nearly 10%, since the end of July [5] - The inflow is particularly strong for technology-related ETFs, indicating a positive outlook from international investors towards Chinese assets [4] Group 2 - The People's Bank of China and the Ministry of Finance have emphasized the importance of coordinated fiscal and monetary policies to support economic recovery [3] - The meeting highlighted the achievements of the joint working group established last year and discussed various topics including government bond issuance and offshore RMB bond mechanisms [3] Group 3 - The data factor market in China is rapidly developing, with over 500 digital technology companies established by central enterprises [8][9] - The market potential is significant, with predictions that the data factor market will exceed 200 billion yuan this year [9] Group 4 - The real estate market is expected to see increased activity during the "Golden September and Silver October" period, with various promotional events and policies aimed at stabilizing the market [10] - This year's events are characterized by longer durations and a wider variety of participating companies, reflecting stronger support for the market [10] Group 5 - The A-share market is experiencing fluctuations, with the Shanghai Composite Index closing at 3813.56 points, down 1.16% [20] - The Hong Kong stock market also showed a downward trend, with major indices declining [21] Group 6 - Companies like SF Holding and Taiji Group have initiated share buybacks, reflecting confidence in their stock performance [24][25] - Iron Flow Co. has signed a framework agreement with a robotics research institute to enhance its capabilities in robot component design and manufacturing [26]

Group 1: Share Buybacks - SF Holding conducted its first share buyback on September 3, 2025, repurchasing 1.185 million A-shares for a total amount of 49.78 million yuan, accounting for 0.02% of the total share capital, with an average price of 42.01 yuan per share [1] - Taiji Group repurchased 448,800 shares on the same day, representing 0.08% of its total share capital, with a total expenditure of 9.9185 million yuan and a price range of 22.01 to 22.28 yuan per share [2] - New Zhonggang repurchased 601,300 shares, which is 0.15% of its total share capital, for a total of approximately 5.26 million yuan, with prices ranging from 8.69 to 8.81 yuan per share [3] Group 2: Strategic Partnerships and Agreements - Tieliu Co. signed a framework agreement with the Yangtze River Delta Hart Robot Industry Technology Research Institute to enhance its capabilities in robot key component design and manufacturing [4] - The company aims to leverage its core advantages in mold development and precision processing to extend its strategic reach into the core components of robotics [4] Group 3: Stock Trading and Suspensions - Tianpu Co. will suspend trading from September 4, 2025, due to multiple instances of abnormal stock price fluctuations from August 22 to September 3, 2025 [5] - The company is conducting a review to protect investor interests in light of these trading anomalies [5] Group 4: Shareholder Changes - Hangzhou High-tech's controlling shareholder has changed to Beijing Jirong Weiye Energy Technology Co., which now holds 19.03% of the company's total shares [7] Group 5: Contracts and Financial Impacts - Robotech's subsidiary signed a significant contract worth approximately 9.465 million euros, which is expected to have a positive impact on the company's financial performance [8] - Jiashun Feihong secured a contract worth about 5.8416 million USD for upgrading South Africa's core railway network, marking a milestone in its overseas projects [9]

Group 1 - The company, Jiexun Feihong Electric Co., Ltd., has signed a contract with Maziya General Services (Pty) Ltd, with a total contract value of 5.8416 million USD, equivalent to approximately 41.77 million RMB based on an exchange rate of 7.15 [1]