金埔园林 2025 年第三次临时股东大会 法律意见书 江苏世纪同仁律师事务所 关于金埔园林股份有限公司 2025 年第三次临时股东大会的法律意见书 金埔园林股份有限公司: 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》(以下简称"《证券法》")和中国证券监督管理委员会发布的 《上市公司股东会规则》等法律、法规和规范性文件以及《金埔园林股份有限公 司章程》(以下简称"《公司章程》")的规定,本所受公司董事会的委托,指 派本所律师出席公司 2025年第三次临时股东大会,并就本次股东大会的召集、 召开程序、出席会议人员资格、召集人资格、表决程序以及表决结果的合法有效 性等事项出具法律意见。 为出具本法律意见书,本所律师对本次股东大会所涉及的有关事项进行了审 查,查阅了相关会议文件,并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随公司本次股东大会决议一并公告,并依法对 本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求,按照律师行业公认的业 务标准、道德规范和勤勉尽责精神,出具法律意见如下; 一、关于本次股东大会的召集、召开程序 1.本次股 ...

| 证券代码：301098 | 证券简称：金埔园林 | 公告编号：2025-117 | | --- | --- | --- | | 债券代码：123198 | 债券简称：金埔转债 | | 金埔园林股份有限公司 "金埔转债"2025 年第三次债券持有人会议决议公告 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。 根据《金埔园林股份有限公司向不特定对象发行可转换公司债券募集说明书》 （以下简称"《募集说明书》"）《金埔园林股份有限公司可转换公司债券持有 人会议规则》（以下简称"《债券持有人会议规则》"）等有关规定，金埔园林 股份有限公司（以下简称"公司"）于2025年9月16日召开"金埔转债"2025年 第三次债券持有人会议。本次债券持有人会议相关情况如下： 一、会议召开和出席情况 （一）会议召开情况 1.会议届次："金埔转债"2025年第三次债券持有人会议 2.现场会议召开地点：南京市江宁区东山街道润麒路70号三楼会议室 3.会议召集人：金埔园林股份有限公司董事会 7.会议的债权登记日：2025年9月11日 8.会议召开的合法、合规性：本次债券持有人会议的召开符 ...

Group 1 - The core viewpoint of the news highlights the financial performance and trading activities of Jinpu Landscaping, indicating a decline in revenue and profit, alongside significant financing activities [1][2][3] Group 2 - As of September 15, Jinpu Landscaping's stock price decreased by 0.44%, with a trading volume of 30.68 million yuan. The financing buy-in amount was 3.39 million yuan, while the financing repayment was 2.21 million yuan, resulting in a net financing buy-in of 1.18 million yuan. The total financing and securities balance reached 10.4 million yuan [1] - The current financing balance of Jinpu Landscaping is 104 million yuan, accounting for 6.43% of its market capitalization, which is above the 90th percentile level over the past year, indicating a high level of financing [1] - On the short-selling side, there were no shares repaid or sold on September 15, with a short-selling balance of 898 yuan and a remaining short-selling quantity of 100 shares, also above the 90th percentile level over the past year [1] Group 3 - As of July 18, the number of shareholders for Jinpu Landscaping was 12,300, a decrease of 2.59% from the previous period. The average circulating shares per person increased by 2.66% to 12,157 shares [2] - For the first half of 2025, Jinpu Landscaping reported an operating income of 334 million yuan, a year-on-year decrease of 17.81%, and a net profit attributable to the parent company of 4.28 million yuan, down 82.60% year-on-year [2] Group 4 - Since its A-share listing, Jinpu Landscaping has distributed a total of 45.87 million yuan in dividends, with 35.31 million yuan distributed over the past three years [3] - As of June 30, 2025, among the top ten circulating shareholders, CITIC Prudential Multi-Strategy Mixed Fund (LOF) A ranked as the fifth largest shareholder, holding 2.79 million shares as a new shareholder [3]

Group 1 - Yishitong plans to repurchase shares worth between 30 million to 55 million yuan at a price not exceeding 40.69 yuan per share, intended for employee stock ownership plans or equity incentives [1] - Guoyao Modern's subsidiary has received approval for a sodium bicarbonate injection to increase specifications and pass consistency evaluation [2] - Xinjing plans to reduce its shareholding by up to 1.2 million shares, accounting for 0.78% of the total share capital, between October 14, 2025, and January 13, 2026 [2] Group 2 - Jinfeikeda intends to apply for an additional credit limit of up to 60 million yuan from Jiangsu Financial Leasing [3] - Boshi Co. signed a project contract worth 235 million yuan with Guoneng Yulin Chemical for a three-year service period starting from October 31, 2025 [4] - Luan Energy reported a coal sales volume of 3.78 million tons in August, a decrease of 13.70% year-on-year [6] Group 3 - Shengnong Development achieved sales revenue of 1.857 billion yuan in August, a year-on-year increase of 19.11% [8] - Huading Co. plans to transfer 9.26% of its shares through public solicitation of transferees [10] - China Metallurgical Group's new contract amount from January to August decreased by 18.2% year-on-year, totaling 679.57 billion yuan [12] Group 4 - Longjing Environmental plans to invest approximately 3.99 billion yuan in the construction of a hydropower station project in the Democratic Republic of the Congo [14] - Longjing Environmental also plans to invest 2.391 billion yuan in an integrated energy station project, expected to be operational by the second quarter of 2026 [15] - Transsion Holdings has set the transfer price for its shares at 81.81 yuan per share, with a subscription rate of 1.15 times [17] Group 5 - Sinopec Oilfield Services won a bid for a natural gas pipeline project with a contract value of 858 million yuan [18] - Huaitian Thermal Power received a warning letter from the Liaoning Securities Regulatory Bureau for information disclosure violations [20] - China Nuclear Engineering signed new contracts totaling 96.633 billion yuan as of August [22] Group 6 - Shanghai Mechanical plans to publicly transfer 67% of its stake in Simic Welding Materials, with an estimated value of 291 million yuan [24] - Zhongke Environmental appointed Tang Xia as the new deputy general manager [26] - Baiyang Pharmaceutical signed a strategic cooperation agreement with Jikun Pharmaceutical for a drug project [28] Group 7 - Jinsong New Materials received a warning letter from the Zhejiang Securities Regulatory Bureau for fundraising irregularities [27] - Weitang Industrial obtained a national invention patent for a battery tray welding deformation control device [29] - Dongsoft Carrier secured two national invention patents related to energy management and voltage regulation circuits [30] Group 8 - Lian De Equipment won a bid for the BOE AMOLED production line project with a total amount of 201 million yuan [31] - Jingjiawei signed a strategic cooperation agreement with Anchaoyun to develop high-performance cloud desktop solutions [32] - Chuaning Biological received approval for a 1 billion yuan medium-term note registration [34] Group 9 - Jifeng Co. plans to reduce its shareholding by up to 2% through block trading [36] - Taihe Intelligent plans to transfer 5.79% of its shares to Sunshine New Energy Development Co., Ltd. [36] - Yangmei Chemical will change its stock name to "Luhua Technology" starting September 17, 2025 [38] Group 10 - ST Songfa's subsidiary signed contracts for the construction of four container ships, with a total value of approximately 300 to 500 million USD [40] - Green Energy Huichong plans to establish a joint venture with Xianyang Economic Development Group with a registered capital of 250 million yuan [42] - Baiyao Tai received a milestone payment of 5.4 million USD from Intas Pharmaceuticals [38]

Macro News - The State Council has approved the launch of comprehensive reform pilot projects for market-oriented allocation of factors in 10 regions, including Beijing's sub-center and several key cities in Jiangsu and Zhejiang provinces, over the next two years [1][3] - Mexico plans to impose a 50% tariff on imports from China and other countries, with China's Ministry of Foreign Affairs expressing strong opposition to such measures [1][3] - The People's Bank of China and Bank Indonesia have initiated a bilateral currency settlement framework and QR code interoperability project, expected to be fully operational by 2025 [3] Industry News - A report from the Ministry of Natural Resources indicates that the Dadonggou gold mine in Liaoning Province has an estimated gold resource of nearly 1,500 tons, potentially becoming another world-class gold mine in China [4] - Morgan Stanley's latest report shows that U.S. investors' interest in the Chinese market has reached its highest level since 2021, maintaining high interest in both index investments and thematic opportunities [4] - Tesla's Model Y L is sold out for October, with expected delivery for new orders pushed to November [5] - The National Internet Information Office is actively addressing issues that disrupt the business network environment, targeting illegal online activities related to enterprises [5] - OPEC's monthly report indicates that the average oil production of OPEC+ in August was 42.4 million barrels per day, an increase of 509,000 barrels per day from July [6] - The Hangzhou government has released a charter to regulate the online delivery industry, promoting fair competition and prohibiting unfair practices [6] Company News - China Shipbuilding Industry Corporation has completed the share swap and absorption merger with China Shipbuilding Industry Group, with new shares listed on September 16 [8] - Chipone Technology announced plans to acquire shares of Chipone Technology, with a record high of 1.205 billion yuan in new orders signed from July 1 to September 11, of which 64% are related to AI computing power [8] - Transsion Holdings announced that shareholders plan to transfer 2% of the company's shares [9] - Jinpu Garden announced that shareholders plan to reduce their holdings by no more than 4.58% of the company's shares [10] - Youke Technology announced that the actual controller intends to transfer 5.13% of the company's shares at a price of 19.74 yuan per share [11] - Xinchun Technology stated that it maintains a good long-term cooperative relationship with Oracle [14]

Mergers and Acquisitions - China Shipbuilding has completed the share swap absorption merger with China Shipbuilding Industry Group, resulting in the issuance of 3.053 billion new shares, with a listing date set for September 16, 2025 [1] - Chipone Technology plans to acquire 97.0070% of Chipone Semiconductor Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash, pending board and regulatory approvals [2] - Western Securities has completed the transfer of 64.6% of Guorong Securities, acquiring 1.151 billion shares, which now represents 64.5961% of Guorong's total share capital [3] - Yangjie Technology intends to invest 2.218 billion yuan to acquire 100% of Better Electronics, with the final price based on an evaluation by a qualified institution [4] Shareholding Changes - Jinpu Garden's shareholders plan to collectively reduce their holdings by up to 4.58%, with specific reductions outlined for three shareholders [5] - Suqian Liansheng's shareholder, Fangyuan Zhihui, intends to reduce its stake by up to 3% from October 13, 2025, to January 12, 2026 [6] - Huahai Chengke's shareholder, Yang Senmao, plans to reduce his holdings by up to 3% due to personal financial needs [7] - Zhongwen Online's two major shareholders plan to collectively reduce their holdings by up to 2% through various trading methods [8] - Mountain Outside Mountain's major shareholder and a director plan to reduce their combined holdings by up to 4.08% due to personal financial needs [9] Regulatory Issues - Chengdi Xiangjiang has received an administrative regulatory decision from the Shanghai Securities Regulatory Bureau due to inaccuracies in financial data disclosure [10]

Core Viewpoint - On September 11, a total of 26 A-share listed companies disclosed their shareholding reduction plans, indicating a trend of insider selling in the market [1][2]. Group 1: Company Buybacks - Baicheng Pharmaceutical's controlling shareholder adjusted the upper limit of its buyback plan to no more than 80 yuan per share [2]. Group 2: Company Reductions - Notable companies with planned reductions include: - Zhenghai Magnetic Materials: Directors Gao Bo and Shi Bingqiang plan to reduce their holdings [2]. - Youkede: The actual controller intends to transfer 5.13% of the company's shares at 19.74 yuan per share [2]. - Xinjun Network: Shanghai Senxiao Investment Center reduced its holdings by 1.6271 million shares [2]. - Haige Communication: Shareholder Yang Haizhou plans to reduce holdings by up to 3.5 million shares [2]. - Mind Electronics: Shareholder New大陆 plans to reduce holdings by no more than 1.2% of the company's shares [2]. - Tuoer Si: Shareholder plans to reduce holdings by no more than 0.5% of the company's shares [2]. - Youfang Technology: Some directors and supervisors plan to reduce holdings by no more than 1.3185% of the company's shares [2]. - Juguang Technology: Shareholder Yan Suibin's reduction plan has been completed [2]. - Zhiyuan New Energy: Controlling shareholder's concerted actor Wang Ran plans to reduce holdings by no more than 3% of the company's shares [2]. - Huatai Medical: Vice Chairman Cheng Zhenghui reduced holdings by 2.8203 million shares between September 3 and September 11 [2]. - Shanhaishan: Shareholders Dajiankang and Director Ren Yingxiang plan to reduce holdings by up to 4.08% of the company's shares [2]. - Wanxun Control: Shareholder Zunwei Trading plans to reduce holdings by no more than 2.5 million shares [2]. - Maijie Technology: Shareholder Zhang Meirong plans to reduce holdings by no more than 1% of the company's shares [2]. - Yinghuate: Shareholder Xie Lichuang plans to reduce holdings by no more than 1% of the company's shares [2]. - Jinpu Garden: Shareholder plans to reduce holdings by no more than 4.58% of the company's shares [2]. - Wenzhou Hongfeng: Controlling shareholder Chen Xiao plans to reduce holdings by no more than 12.5 million shares [2]. - Futec Technology: Shareholder Changjiang Weilai Industrial Fund plans to reduce holdings by no more than 3% of the company's shares [2]. - Huahai Chengke: Shareholder Yang Senmao plans to reduce holdings by no more than 3% of the company's shares [2]. - Yizhiming: Actual controller and concerted actors plan to reduce holdings by no more than 7.27 million shares [2]. - Zhongke Environmental Protection: Shareholder plans to reduce holdings by 1.2% of the company's shares [2]. - Zhongwen Online: Shareholder plans to reduce holdings by no more than 2% of the company's shares [2]. - Bidetech: Director and Deputy General Manager He Ming plans to reduce holdings by no more than 0.0466% of the company's shares [2]. - Jihua Group: Director and Vice Chairman Yang Quanming plans to reduce holdings by no more than 0.3% of the company's shares [2]. - Shengke Communication: National Integrated Circuit Industry Investment Fund has reduced holdings by 4.1 million shares [2]. - Suqian Liansheng: Fangyuan Zhihui plans to reduce holdings by no more than 3% of the company's shares [2]. - Jifeng Co., Ltd.: Shareholder Yu Wanli plans to reduce holdings by no more than 2% of the company's total share capital [2].

Key Points - The article summarizes important announcements from various listed companies in the Shanghai and Shenzhen stock markets on September 11, 2025 [3] Group 1: Major Events - Taihe Intelligent announced that Sunshine New Energy will acquire 5.79% of its shares from shareholder Xu Dahong at a price of 22.35 yuan per share, totaling 237 million yuan [4] - Chengdi Xiangjiang received a warning letter from the Shanghai Securities Regulatory Commission due to inaccuracies in financial data disclosure in its annual and quarterly reports [5][6] - Sike Rui terminated its capital increase agreement with Changying Hengrong due to external factors, which will not impact its financial status [7] - Jinko Technology plans to invest 30 million USD in an overseas private equity fund to explore applications of new technologies [8] - Western Gold's subsidiary will undergo equipment maintenance until the end of the year, affecting its production capacity [9] Group 2: Share Transfers - Daye Intelligent's actual controller plans to transfer 8% of the company's shares to a private equity fund at a price of 6.75 yuan per share, totaling 171 million yuan [10] - Jimin Health's stock has seen significant fluctuations, with a recent increase of 33.78% over a few days, raising concerns about potential rapid declines [14] Group 3: Acquisitions and Investments - Yangjie Technology intends to acquire 100% of Better Electronics for 2.218 billion yuan, which will become a wholly-owned subsidiary [15] - *ST Jinke's stock will resume trading on September 12, 2025, following a capital increase plan [16] Group 4: Contracts and Projects - Haixia Environmental plans to sign a contract for a photovoltaic microgrid energy management project with its controlling shareholder, with expected transactions not exceeding 21 million yuan [18] - Jilin Expressway's subsidiary won a construction project worth 9.592 billion yuan [19] - *ST Songfa's subsidiary signed contracts for the construction of four container ships, with a total value between 300 million and 500 million USD [20] Group 5: Shareholder Actions - Baicheng Pharmaceutical's controlling shareholder raised the share buyback price to no more than 80 yuan per share [21] - Mountain Outside Mountain's shareholders plan to reduce their holdings by up to 4.08% [22] - Jinpu Garden's shareholders plan to reduce their holdings by up to 4.58% [24] - Suqian Liansheng's shareholder plans to reduce their holdings by up to 3% [25] Group 6: Financing and Debt - CITIC Securities received approval to publicly issue bonds totaling up to 60 billion yuan [34]

Summary of Key Points Core Viewpoint - The article discusses various companies' stock transactions, highlighting both increases and decreases in shareholdings by major stakeholders, indicating potential shifts in investor sentiment and company performance [1]. Group 1: Increased Shareholdings - Nanjing Bank's subsidiary, Zijin Trust, has increased its holdings by 56.7798 million shares [1]. Group 2: Increased Buyback Plans - Baicheng Pharmaceutical's controlling shareholder has raised the buyback price plan to no more than 80 yuan per share [1]. Group 3: Decreased Shareholdings - Jinpu Garden's shareholders plan to collectively reduce their holdings by no more than 4.58% [1]. - Shanwaishan's shareholders plan to collectively reduce their holdings by no more than 4.08% [1]. - Renxin New Materials' shareholders plan to collectively reduce their holdings by no more than 3.3459% [1]. - Suqian Liansheng's shareholders plan to reduce their holdings by no more than 3% [1]. - Zhiyuan New Energy's controlling shareholder's concerted action party plans to reduce their holdings by no more than 3% [1]. - Huahai Chengke's shareholders plan to reduce their holdings by no more than 3% [1]. - Wenzhou Hongfeng's actual controller, Chen Xiao, plans to reduce his holdings by no more than 2.52% [1]. - Zhongwen Online's shareholders plan to collectively reduce their holdings by no more than 2% [1]. - Jifeng Co., Ltd.'s shareholders plan to reduce their holdings by no more than 2% [1]. - Youfang Technology's directors and supervisors plan to collectively reduce their holdings by no more than 1.3185% [1]. - Maijie Technology's shareholders plan to reduce their holdings by no more than 1% [1]. - Haige Communication's shareholders plan to reduce their holdings by no more than 3.5 million shares [1]. - Wanxun Zikong's shareholder, Zunwei Trading, plans to reduce their holdings by no more than 2.5 million shares [1]. - Minde Electronics' shareholders plan to reduce their holdings by no more than 203.9 thousand shares [1]. - Yinghua Te's shareholder, Xie Li Chuangtou, plans to reduce their holdings by no more than 58.17 thousand shares [1]. - Bidetech's director and deputy general manager, He Ming, plans to reduce his holdings by no more than 8.75 thousand shares [1].

Mergers and Acquisitions - China Shipbuilding has completed the share swap absorption merger with China Shipbuilding Industry Group, resulting in the issuance of 3.053 billion new shares, with a listing date set for September 16, 2025 [1] - Chipone Technology plans to acquire 97.0070% of Chipone Semiconductor Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash, pending board and regulatory approvals [2] - Western Securities has completed the transfer of 64.6% of Guorong Securities' shares, totaling 1.151 billion shares, which now represents 64.5961% of Guorong Securities' total share capital [3] - Yangjie Technology intends to invest 2.218 billion yuan to acquire 100% of Better Electronics, with the final transfer price based on a valuation from a qualified appraisal agency [4] Shareholding Changes - Jinpu Garden's shareholders plan to collectively reduce their holdings by no more than 4.58%, with specific reductions of 183.93 million shares each from three shareholders and an additional 2.9126 million shares through block trading [5] - Suqian Liansheng's shareholder, Fangyuan Zhihui, intends to reduce its stake by up to 3%, equating to 12.569 million shares, through various trading methods from October 13, 2025, to January 12, 2026 [6] - Huahai Chengke's shareholder, Yang Senmao, plans to reduce his holdings by no more than 3%, totaling 2.4209 million shares, due to personal financial needs [7] - Zhongwen Online's two major shareholders plan to collectively reduce their holdings by no more than 2%, with each planning to sell up to 7.285 million shares [8] - Shanwaishan's major shareholder and a board member plan to collectively reduce their holdings by no more than 4.08%, with the major shareholder reducing up to 4% and the board member up to 0.08% [9][10]