上海市锦天城律师事务所 关于兴通海运股份有限公司 2026 年第一次临时股东会 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11、12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于兴通海运股份有限公司 2026 年第一次临时股东会 法律意见书 兴通海运股份有限公司： 上海市锦天城律师事务所（以下简称"本所"）接受兴通海运股份有限公司（以下 简称"贵司"或"公司"）委托，就贵司召开 2026 年第一次临时股东会有关事宜，根据 《中华人民共和国公司法》（以下简称"《公司法》"）、《上市公司股东会规则》等法律、 法规、规章和其他规范性文件以及《兴通海运股份有限公司章程》（以下简称"《公司 章程》"）的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务管理办 法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行了法定职责， 遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项进行了必要的核查和 验证，核查了本所认为出具该法律意 ...

重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2026 年 1 月 12 日 (二)股东会召开的地点：福建省泉州市泉港区驿峰东路 295 号兴通海运大厦七楼 会议室 证券代码：603209 证券简称：兴通股份 公告编号：2026-006 兴通海运股份有限公司 2026年第一次临时股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 128 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 169,425,043 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 52.8133 | (四)表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由董事会召集，董事长陈兴明先生主持，会议采用现场投票与网 1 络投票相结合的表决方式，会议的召集、召开及表决方式符合《 ...

一、董事会会议召开情况 兴通海运股份有限公司（以下简称"公司"）于 2026 年 1 月 12 日召开 2026 年第一次临时股东会之后以书面方式发出召开第三届董事会第一次会议的通知。 2026 年 1 月 12 日，第三届董事会第一次会议以现场方式在公司七楼会议室召开， 应出席本次会议的董事 7 人，实际出席本次会议的董事 7 人。本次董事会经全体 董事同意豁免会议通知期限，并确认对会议的召开时间、地点、方式和会议内容 无异议。本次会议由与会董事共同推举陈其龙先生主持，高级管理人员及高级管 理人员候选人列席会议，本次董事会会议的召集、召开符合有关法律、行政法规、 部门规章、规范性文件以及《兴通海运股份有限公司章程》（以下简称"《公司章 程》"）有关规定。 证券代码：603209 证券简称：兴通股份 公告编号：2026-001 兴通海运股份有限公司 第三届董事会第一次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 （一）审议通过《兴通海运股份有限公司关于选举第三届董事会董事长暨 变更法定代表人的议案》 会议同意选 ...

Group 1 - The company announced the resignation of three directors, Chen Xingming, Zhang Wenjin, and Wang Lianghua, due to age reasons, expressing gratitude for their long-term contributions [1] - The company approved the appointment of Chen Xingming as Honorary Chairman and Senior Advisor, while Zhang Wenjin and Wang Lianghua were appointed as Senior Advisors [1] Group 2 - The article highlights advancements in China's "plant factory" technology, which allows for rice production cycles to be reduced from 120 days to 60 days, eliminating pests without the need for pesticides [1]

Investment Rating - The investment rating for the transportation industry is "Positive" (maintained) [4] Core Views - The express logistics industry is expected to maintain a steady growth rate of 8% in 2026, with a projected completion of 2.14 billion packages, reflecting a year-on-year increase of approximately 8% [4] - The industry is shifting focus from traditional growth based on scale and speed to quality improvement and reasonable growth, emphasizing the role of government in regulation and compliance [4] - The demand for e-commerce express delivery remains resilient, with a "de-involution" trend driving up express prices and releasing profit elasticity for companies [14] - The shipping market is expected to benefit from the OPEC+ production increase cycle and the Federal Reserve's interest rate cuts, enhancing the elasticity of VLCC freight rates [15] - The air transport sector is showing signs of a long-term bullish trend, with stable demand growth and tightening supply conditions [15] Summary by Sections Express Logistics - The national postal conference highlighted the need for quality development and government involvement in the express logistics sector [4] - Jitu Express reported a 14.5% year-on-year increase in package volume for Q4 2025, with significant growth in Southeast Asia and new markets [5] - The Jiangxi Provincial Postal Administration held a meeting to address the "de-involution" issue in the express industry, focusing on protecting couriers' rights and standardizing payment structures [6] Shipping and Ports - The Iranian unrest poses potential risks to oil exports and shipping rates, with three possible future scenarios affecting the oil transport market [10] - South Korean shipowners are actively acquiring older VLCCs, indicating a positive outlook for the VLCC market [11] - The overall shipping rates have shown slight declines, with the SCFI index decreasing by 0.5% [12] - The BDI index for bulk shipping has decreased by 4.7%, indicating a downward trend in shipping rates [13] Aviation - The civil aviation sector achieved a total profit of 6.5 billion yuan in 2025, with significant increases in passenger and cargo transport volumes [9] - The overall passenger load factor for major airlines was 85.57%, reflecting a slight decrease from the previous month [59] Road and Rail - National logistics operations have been running smoothly, with a decrease in freight transport volumes reported [13] - The road freight volume for November 2025 was 3.876 billion tons, showing a year-on-year increase of 3.57% [67] Port Operations - The total cargo throughput at Chinese ports decreased by 0.65% week-on-week, while container throughput increased by 6.27% [78]

Economic News - The Ministry of Commerce responded to the export control of dual-use items to Japan, stating that China aims to prevent Japan's militarization and nuclear ambitions through legal measures [1] - The Ministry of Foreign Affairs condemned the U.S. for seizing a Russian-flagged oil tanker, emphasizing that such actions violate international law [1] - The Ministry of Commerce commented on Meta's acquisition of Manus, indicating that the government supports lawful international business operations [1] - The Ministry of Commerce discussed South Korean President Lee Jae-myung's visit to China, highlighting agreements to deepen economic cooperation [1] - The State Administration for Market Regulation held discussions with the photovoltaic industry association and leading companies to prevent market manipulation [1] - The Ministry of Industry and Information Technology warned against irrational competition in the lithium battery industry [1] - The Ministry of Finance plans to issue a 1-year fixed-rate bond totaling 135 billion yuan and a 30-year bond totaling 32 billion yuan [1] Company Insights - Sinopec announced a restructuring with China Aviation Oil Group to enhance supply chain efficiency and promote sustainable aviation fuel development [4] - Beifang Changlong plans to acquire 51% of Shunyi Technology, which is expected to constitute a major asset restructuring [4] - Quanxin Co. intends to issue convertible bonds to raise up to 312 million yuan for aviation communication projects and working capital [4] - Yingqu Technology forecasts a net profit of 540 million to 660 million yuan for 2025, driven by stable growth in various business segments [4] - Wens Foodstuff Group expects a net profit of 5 billion to 5.5 billion yuan for 2025, a decline attributed to lower sales prices of pigs and chickens [4] Industry Analysis - The securities industry is expected to see improved performance in 2026 due to supportive policies and accelerated consolidation [6][7] - The average daily trading volume has increased since early 2025, indicating improved market activity [7] - Regulatory support for technology growth companies has led to increased IPO and financing activity, benefiting brokerage revenues [8] - The self-operated investment segment is becoming crucial for brokerage firms' profitability, with a focus on maintaining stability amid market volatility [9] - The securities industry is likely to experience further consolidation, with notable mergers already occurring among leading firms [11]

Core Viewpoint - The shipping industry is accelerating its transformation towards intelligence, and the company is actively embracing technological changes to enhance safety management through AI applications [1] Group 1: Company Initiatives - The company has integrated the Zhipu large model to gradually develop applications for risk identification in ship operational environments [1] - The company aims to explore the integration of artificial intelligence technology with the shipping industry to drive innovative development [1] Group 2: Industry Trends - The shipping industry is undergoing a shift towards smart transformation, indicating a broader trend in the sector towards increased automation and intelligence [1] - The focus on enhancing safety management through intelligent solutions reflects the industry's commitment to improving operational standards and risk management [1]

Group 1 - The core viewpoint of the article is that Xingtong Co., Ltd. (603209) addressed investor concerns regarding institutional sell-offs, attributing them to market-driven factors such as funding planning and investment cycles [1] - The company emphasizes its stable operations and focus on core business to enhance value, while maintaining compliance and a reasonable return mechanism to protect investor interests [1]

Group 1 - The company primarily engages in the maritime transportation of bulk liquid hazardous goods globally, with a focus on compliance and safety as core operational principles [1] - The domestic coastal inter-provincial transportation market for bulk liquid hazardous goods is strictly regulated by the government, requiring approval from the Ministry of Transport for operational qualifications and new vessel capacity [1] - From 2019 to 2025, the company has successfully secured new capacity in 12 projects across 7 years, achieving first place in all instances [1] Group 2 - The implementation of the new "Hazardous Chemicals Safety Law" is expected to promote industry regulation and healthy development, providing competitive advantages to leading companies with safety, brand, and fleet strengths [1] - The company adheres to a "1+2+1" strategy, focusing on optimizing capacity structure and deepening collaborations with large petrochemical enterprises, while upgrading safety management systems and fostering technological innovation [1] - The company aims to respond proactively to market changes and achieve high-quality sustainable development [1]

Core Viewpoint - As of January 6, 2023, Xingtong Co., Ltd. (603209) has not received any notification regarding the reduction of shares by shareholders holding more than 5% of the company [1] Group 1 - The company has stated that it will comply with legal regulations and disclosure requirements if there are any future plans for share reduction by major shareholders [1]