上海君澜律师事务所 关于江苏金陵体育器材股份有限公司 2025 年第一次临时股东大会的法律意见书 致：江苏金陵体育器材股份有限公司 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》、《上市公司股东会规则》（以下简称"《股东会规则》"）等 法律、法规、规章、规范性文件及《江苏金陵体育器材股份有限公司章程》（以 下简称"《公司章程》"）的规定，上海君澜律师事务所（以下简称"本所"） 接受江苏金陵体育器材股份有限公司（以下简称"公司"）的委托，指派本所律 师对公司2025年第一次临时股东大会（以下简称"本次股东大会"）进行见证， 并就本次股东大会的召集、召开程序及表决程序、表决结果等事项出具本法律意 见书。 本法律意见书仅供本次股东大会之目的使用。本所律师同意将本法律意见书 随公司本次股东大会其他信息披露资料一并公告。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对本 次股东大会所涉及的有关事项和相关文件进行了必要的核查和验证，现出具法律 意见如下： 一、 本次股东大会的召集、召开程序 1.1 本次股东大会由公司董事会召集。 公司董事会于 2025 年 8 月 8 ...

Market Overview - A-shares experienced a significant rally on August 26, with the Shanghai Composite Index rising by 1.51% to 3883 points, marking a ten-year high. The Shenzhen Component Index increased by 2.26%, and the ChiNext Index rose by 3% [1][2] - The total market turnover reached 3.18 trillion yuan, an increase of 598.1 billion yuan from the previous trading day, setting a new high since 2022 [1] Sector Performance Rare Earth Sector - The rare earth stocks surged collectively following the introduction of a new regulatory framework for rare earth mining and separation, with companies like Jinkeli Permanent Magnet hitting the daily limit of 20% [4][5] - Key performers included Jinkeli Permanent Magnet (+20%), Huicheng Environmental Protection (+13.01%), and Fangbang Co. (+12.31%) [5] Alcohol Sector - The liquor stocks also saw a significant rise, with Shede Liquor reaching the daily limit of 10%. Other notable gainers included ShuiJingFang (+7.95%) and Luzhou Laojiao (+6.35%) [6][7] - Analysts suggest that the current market liquidity is boosting the valuation of the liquor sector, which had previously been undervalued [6] Precious Metals Sector - Precious metals stocks gained traction, with Hunan Silver and Hunan Gold both hitting the daily limit of 10%. Other companies like Zhongjin Gold and Shandong Gold also saw increases [8][9] - The market anticipates a 90% chance of a rate cut by the Federal Reserve in September, which is driving interest in gold as a safe-haven asset [9][10] CPO Sector - The CPO sector performed well, with companies like Robotech and Qiangrui Technology reaching the daily limit of 20%. Other firms such as Changxin Bochuang and Zhongji Xuchuang also saw significant gains [10][11] Satellite Navigation Sector - The satellite navigation sector experienced a boost, with companies like Kaipu Cloud and Aerospace Hongtu hitting the daily limit of 20%. The sector is expected to benefit from the upcoming issuance of satellite internet licenses [12][13] Individual Stock Highlights - Cambrian Technology saw a remarkable increase of over 11%, reaching a new historical high with a market capitalization of 579.39 billion yuan. Goldman Sachs raised its target price for Cambrian by 50% to 1835 yuan [16][20]

Group 1 - The core viewpoint of the article highlights the growth in the number of enterprises in the cultural, artistic, sports, and entertainment goods manufacturing industry in China, with a total of 10,958 enterprises reported for the period from January to May 2025, marking an increase of 238 enterprises compared to the same period last year, representing a year-on-year growth of 2.22% [1] - The report indicates that the proportion of these enterprises within the total industrial enterprises stands at 2.11%, reflecting the significance of this sector within the broader industrial landscape [1] - The data referenced in the article is sourced from the National Bureau of Statistics and organized by Zhiyan Consulting, emphasizing the reliability of the information presented [3] Group 2 - Zhiyan Consulting is identified as a leading industry consulting firm in China, specializing in in-depth industry research reports, business plans, feasibility studies, and customized services, showcasing its expertise in providing comprehensive industry solutions [2] - The firm has been dedicated to the industry research field for over a decade, indicating its established presence and experience in the market [2] - Zhiyan Consulting aims to empower investment decisions through its professional insights, quality services, and keen market awareness, positioning itself as a valuable resource for investors [2]

Market Performance - The entertainment products sector increased by 0.85% on August 22, with Qunxing Toys leading the gains [1] - The Shanghai Composite Index closed at 3825.76, up 1.45%, while the Shenzhen Component Index closed at 12166.06, up 2.07% [1] Individual Stock Performance - Qunxing Toys (002575) closed at 9.32, rising by 10.04% with a trading volume of 1.26 million shares and a transaction value of 1.167 billion [1] - Shifeng Culture (002862) closed at 21.24, up 4.84%, with a trading volume of 195,500 shares and a transaction value of 411 million [1] - Helen Piano (300329) closed at 12.28, increasing by 2.50%, with a trading volume of 136,500 shares and a transaction value of 165 million [1] - Other notable stocks include Zhejiang Natural (605080) at 30.73 (+2.19%), Jinling Sports (300651) at 24.86 (+1.47%), and Mingyue Lens (301101) at 49.00 (+1.20%) [1] Fund Flow Analysis - The entertainment products sector saw a net inflow of 86.11 million from institutional investors, while retail investors contributed a net inflow of 80.85 million [2] - The sector experienced a net outflow of 167 million from speculative funds [2] Detailed Fund Flow for Selected Stocks - Qunxing Toys had a net inflow of 192.1 million from institutional investors, but a net outflow of 122 million from speculative funds [3] - Shifeng Culture saw a net inflow of 34.62 million from institutional investors, with a net outflow of 31.82 million from speculative funds [3] - Zhejiang Natural experienced a net inflow of 22.99 million from institutional investors, while speculative funds had a net outflow of 3.35 million [3]

Market Overview - As of August 20, the Shanghai Composite Index closed at 3766.21 points, up 38.92 points, with a gain of 1.04% [1] - The Shenzhen Component Index closed at 11926.74 points, up 105.11 points, with a gain of 0.89% [1] - The ChiNext Index closed at 2607.65 points, up 5.91 points, with a gain of 0.23% [1] High Turnover Stocks - A total of 122 A-shares had a turnover rate exceeding 20% on August 20 [1] - Notable stocks with high turnover rates include: - Hongyuan Co., Ltd. (920018) with a turnover rate of 94.11% and a price increase of 358.02% [1] - Guangdong Jianke (301632) with a turnover rate of 62.27% and a price decrease of 11.54% [1] - Chuanrun Co., Ltd. (002272) with a turnover rate of 61.56% and a price increase of 6.38% [1] - Zhongdian Xindong (002298) with a turnover rate of 55.60% and a price decrease of 3.54% [1] Additional High Turnover Stocks - Other stocks with significant turnover rates include: - Hengbao Co., Ltd. (002104) with a turnover rate of 45.86% and a price increase of 3.52% [1] - Guqi Wool Material (001390) with a turnover rate of 44.86% and a price increase of 7.08% [1] - Huasheng Tiancai (600410) with a turnover rate of 43.97% and a price decrease of 7.30% [1] - Liao Co., Ltd. (002131) with a turnover rate of 39.51% and a price increase of 3.89% [1] Summary of Turnover Rates - The data indicates a strong trading activity in the market, with several stocks experiencing significant fluctuations in price and turnover rates, suggesting potential investment opportunities and market volatility [1][2][3][4]

Market Overview - The entertainment products sector increased by 0.47% on August 19, with Huali Technology leading the gains [1] - The Shanghai Composite Index closed at 3727.29, down 0.02%, while the Shenzhen Component Index closed at 11821.63, down 0.12% [1] Top Performers - Huali Technology (301011) closed at 30.99, up 4.73% with a trading volume of 127,300 shares and a transaction value of 393 million [1] - Chuangyuan Co., Ltd. (300703) closed at 35.25, up 4.20% with a trading volume of 210,200 shares and a transaction value of 744 million [1] - Source Pet (001222) closed at 21.62, up 3.74% with a trading volume of 48,000 shares and a transaction value of 10.3 million [1] Underperformers - Helen Piano (300329) closed at 11.81, down 1.75% with a trading volume of 128,100 shares and a transaction value of 151 million [2] - Shuhua Sports (605299) closed at 9.84, down 1.60% with a trading volume of 133,000 shares and a transaction value of 132 million [2] - Yingpais (002899) closed at 23.11, down 1.45% with a trading volume of 38,700 shares and a transaction value of 89.7 million [2] Capital Flow - The entertainment products sector experienced a net outflow of 26.87 million from institutional investors, while retail investors saw a net inflow of 95.43 million [2] - The main capital inflow was observed in Chuangyuan Co., Ltd. with a net inflow of 83.66 million, while Huali Technology had a net inflow of 45.84 million [3] - Retail investors showed a significant net outflow from Huali Technology, amounting to 19.66 million [3]

每经AI快讯，有投资者在投资者互动平台提问：董秘你好，请问公司有参股脑机接口相关公司吗？公 司是否涉及体育类动作捕捉设备生产开发？ 金陵体育（300651.SZ）8月18日在投资者互动平台表示，没有参股脑机接口的相关公司，公司运营的金 陵篮球公园有配置体育类动作捕捉设备。 （文章来源：每日经济新闻） ...

Market Overview - The entertainment products sector increased by 0.56% on August 15, with Huali Technology leading the gains [1] - The Shanghai Composite Index closed at 3696.77, up 0.83%, while the Shenzhen Component Index closed at 11634.67, up 1.6% [1] Stock Performance - Huali Technology (301011) closed at 29.46, up 5.21% with a trading volume of 120,800 shares and a transaction value of 355 million [1] - Shifeng Culture (002862) closed at 19.68, up 5.13% with a trading volume of 239,100 shares and a transaction value of 476 million [1] - Jinling Sports (300651) closed at 23.35, up 3.87% with a trading volume of 205,800 shares and a transaction value of 470 million [1] - Other notable stocks include Quanyun Laser (300220) at 17.31 (+2.12%), Kangliyuan (301287) at 42.70 (+2.03%), and Yingpais (002899) at 22.97 (+1.10%) [1] Capital Flow - The entertainment products sector saw a net inflow of 113 million from institutional investors, while retail investors experienced a net outflow of 18 million [2] - The main capital inflow and outflow for key stocks are as follows: - Shifeng Culture: 75.32 million inflow from main capital, 37.47 million outflow from retail [3] - Jinling Sports: 35.44 million inflow from main capital, 17.04 million outflow from retail [3] - Huali Technology: 26.27 million inflow from main capital, 6.28 million outflow from retail [3]

Core Points - The document outlines the compensation management system for the board of directors and senior management of Jiangsu Jinling Sports Equipment Co., Ltd, aiming to enhance the incentive and restraint mechanism for operators, maintain the stability of the core management team, and improve the company's operational management level [1][2] Compensation Management Principles - The compensation system is designed to reflect the value of each position, align responsibilities, authority, contributions, and benefits, link compensation levels to company goals and performance, and emphasize both incentives and constraints [5][6] Compensation Structure - The compensation for directors and senior management consists of a basic salary and performance-based salary, with the performance salary being tied to the company's annual performance and assessed by the board's compensation and assessment committee [6][8] Compensation Distribution - Salaries for directors and senior management are distributed according to the company's internal salary distribution system, with independent director allowances paid monthly following shareholder approval [4][7] Salary Adjustment Criteria - Salary adjustments are based on industry salary growth, inflation levels, company profitability, organizational structure changes, and individual position changes [7][8]

Group 1 - The company held a supervisory board meeting on July 27, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1] - The supervisory board approved a proposal regarding changes to registered capital and amendments to the company’s articles of association, with unanimous support from all members [1] - The proposal will be submitted for review at the shareholders' meeting [1] Group 2 - Starting from July 1, 2024, the company plans to abolish the supervisory board in accordance with the new Company Law, transferring its responsibilities to the audit committee of the board of directors [2] - The proposal to abolish the supervisory board was unanimously approved by all members, and it does not require submission to the shareholders' meeting [2] - Relevant regulations concerning the supervisory board will no longer be applicable following this change [2]