北京市中伦（深圳）律师事务所 关于方正科技集团股份有限公司 2025 年第三次临时股东大会的 二〇二五年十一月 北京市中伦（深圳）律师事务所 关于方正科技集团股份有限公司 2025 年第三次临时股东大会的 法律意见书 致：方正科技集团股份有限公司（贵公司） 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《上市公司 股东会规则》（以下简称"《股东会规则》"）以及《方正科技集团股份有限公 司章程》（以下简称"《公司章程》"）的有关规定，北京市中伦（深圳）律师 事务所（以下简称"本所"）接受贵公司的委托，指派律师出席贵公司 2025 年 第三次临时股东大会（以下简称"本次股东大会"），对本次股东大会召集与召 开的程序、出席会议人员资格、召集人的资格、表决程序和表决结果等重要事项 的合法性进行现场见证，并依法出具法律意见书。 本所律师得到贵公司的如下保证：贵公司已经提供和披露了本所律师认为为 出具本法律意见书必需的文件和全部事实情况，贵公司所提供的全部文件和说明 （包括书面及口头）均是真实的、准确的、完整的，所提供的文件 ...

证券代码：600601 证券简称：方正科技 公告编号：临 2025-071 方正科技集团股份有限公司 2025年第三次临时股东大会决议公告 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。 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)股东大会召开的时间：2025 年 11 月 24 日 (二)股东大会召开的地点：广东省横琴粤澳深度合作区华金街 58 号横琴国际金 融中心 33A 层会议室 (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 | 2,912 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,610,397,161 | | 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（%） | 37.6811 | 1 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，董事长陈宏良先生主持会议。会议采用现 场投票和网络投票 ...

Market Overview - The A-share market experienced fluctuations and adjustments last week, with the margin balance reported at 24,614.50 billion yuan as of November 21, and a decrease in financing balance by 29.52 billion yuan [1][2]. Financing Balance Changes - Among the 31 industries tracked, only 8 saw an increase in financing balance, with the top three being Defense and Military, Media, and Agriculture, Forestry, Animal Husbandry, and Fishery, which had net purchases of 1.006 billion yuan, 492 million yuan, and 274 million yuan respectively [1][3]. - The remaining 23 industries experienced a decrease in financing balance, with Electronics, Electric Power Equipment, and Nonferrous Metals leading in net sales at 10.934 billion yuan, 5.322 billion yuan, and 3.601 billion yuan respectively [1][3]. Individual Stock Performance - Last week, financing clients increased their positions in 65 stocks by over 100 million yuan, with the top ten stocks being Ningde Times, Zhongji Xuchuang, Aerospace Development, Bluefocus, Jianghuai Automobile, BOE Technology Group, RDA Microelectronics, Founder Technology, Zhongjin Gold, and Huadian Technology, with net purchases of 2.105 billion yuan, 582 million yuan, 417 million yuan, 378 million yuan, 336 million yuan, 334 million yuan, 259 million yuan, 256 million yuan, 246 million yuan, and 242 million yuan respectively [4][5]. - The stocks with the highest increase in financing clients' positions generally saw positive market performance, with Aerospace Development rising over 31% [4].

Core Viewpoint - The CPO concept sector experienced a significant decline, dropping by 3.4% overall, indicating a bearish trend in this industry [2] Company Performance - Changxin Bochuang saw a notable decrease of 6.61% in its stock price [2] - Fangzheng Technology's stock fell by 6.1%, reflecting negative market sentiment [2] - Changfei Optical Fiber experienced a decline of 5.88%, contributing to the overall downturn in the sector [2] - Cambridge Technology, Tianfu Communication, and Shijia Photonics all reported declines exceeding 4%, further highlighting the struggles within the CPO concept sector [2]

Core Viewpoint - The stock market experienced a significant net outflow of 24.34 billion yuan, with 29 stocks seeing a net inflow exceeding 200 million yuan, led by Fangzheng Technology with a net inflow of 959 million yuan [1][2]. Group 1: Market Overview - The Shanghai Composite Index closed down by 0.40% [1]. - A total of 1,524 stocks had a net inflow, while 3,171 stocks had a net outflow [1]. - Eight industries saw net inflows, with the banking sector leading at 1.96 billion yuan, followed by telecommunications and real estate [1]. Group 2: Individual Stock Performance - Fangzheng Technology had the highest net inflow of 959 million yuan, with a closing price of 12.30 yuan and a rise of 6.40% [2]. - Xinyi Technology and Dazhong Public Utilities followed with net inflows of 834 million yuan and 782 million yuan, respectively [2]. - Stocks with net inflows averaging over 200 million yuan saw an average increase of 5.58%, outperforming the Shanghai Composite Index [2]. Group 3: Industry Analysis - The banking sector had a net inflow of 1.96 billion yuan, with a corresponding index increase of 0.86% [1]. - The telecommunications sector saw a net inflow of 1.35 billion yuan, with a 0.51% increase in its index [1]. - The power equipment sector experienced the largest net outflow of 5.89 billion yuan, followed by the electronics sector with a net outflow of 3.15 billion yuan [1]. Group 4: Notable Stocks with High Net Outflows - Xiangnong Chip Creation had the highest net outflow of 1.12 billion yuan, with a closing price of 145.90 yuan and a decline of 9.63% [4]. - Other notable outflows included Duofluo with 776 million yuan and Aerospace Development with 772 million yuan [4]. - The average performance of stocks with significant net outflows was negative, reflecting broader market trends [4].

Market Overview - The Shanghai Composite Index fell by 0.40% on November 20, with 7 industries experiencing gains, led by construction materials and comprehensive sectors, which rose by 1.40% and 0.87% respectively. The beauty care and coal industries saw the largest declines, down by 2.39% and 2.10% respectively [2]. Capital Flow Analysis - The main capital outflow from the two markets totaled 47.655 billion yuan, with only 4 industries seeing net inflows. The banking sector led with a net inflow of 2.188 billion yuan and a daily increase of 0.86%, followed by the communication sector with a net inflow of 1.000 billion yuan and a daily increase of 0.51% [2]. Electronic Industry Performance - The electronic industry declined by 0.76%, with a net capital outflow of 5.582 billion yuan. Out of 471 stocks in this sector, 156 rose, 4 hit the daily limit up, while 307 fell, with 2 hitting the daily limit down. There were 146 stocks with net capital inflows, with 11 exceeding 100 million yuan in inflows, led by Founder Technology with 850 million yuan [3]. Top Gainers in Electronic Sector - The top gainers in the electronic sector included: - Founder Technology: +6.40%, turnover rate 11.62%, net inflow 850.08 million yuan - Huaying Technology: +9.98%, turnover rate 8.12%, net inflow 503.08 million yuan - Zhuoyue Technology: +9.99%, turnover rate 17.27%, net inflow 345.63 million yuan [4]. Top Losers in Electronic Sector - The top losers in the electronic sector included: - Xiangnong Chip: -9.63%, turnover rate 12.86%, net outflow -1.309 billion yuan - Zhaoyi Innovation: -1.69%, turnover rate 3.26%, net outflow -447.78 million yuan - Demingli: -6.16%, turnover rate 10.80%, net outflow -298.69 million yuan [5].

Group 1 - The CPO concept stocks in the A-share market experienced significant gains, with Zhongfu Circuit hitting the daily limit up of 20% [1] - Ruiskanda saw a rise of 10%, while Dekeli increased by over 9% [1] - Srey New Materials and Founder Technology both rose by over 7%, and Tianfu Communication increased by over 4% [1]

Group 1 - The CPO concept saw a significant opening surge on November 20, with Zhongfu Circuit rising over 9% at one point [1] - Other companies such as Tengjing Technology, Founder Technology, and Zhongji Xuchuang also experienced upward movement in their stock prices [1]

Market Overview - The Shanghai Composite Index rose by 0.18% on November 19, with 10 industries experiencing gains, led by non-ferrous metals and petroleum & petrochemicals, which increased by 2.39% and 1.67% respectively. Conversely, the comprehensive and real estate sectors saw declines of 3.08% and 2.09% respectively [1] - The net outflow of capital from the two markets reached 40.955 billion yuan, with 7 industries seeing net inflows. The defense and military industry led with a net inflow of 3.610 billion yuan and a daily increase of 1.11%, followed by the banking sector with a 0.92% increase and a net inflow of 1.265 billion yuan [1] Electronic Industry Performance - The electronic industry fell by 0.90%, with a total net capital outflow of 7.580 billion yuan. Out of 471 stocks in this sector, 81 rose, 3 hit the daily limit up, while 388 fell, with 1 hitting the daily limit down [2] - Within the electronic sector, 127 stocks experienced net capital inflows, with 12 stocks seeing inflows exceeding 100 million yuan. The top inflow was for Nanda Optoelectronics, which had a net inflow of 338 million yuan, followed by Founder Technology and Yuanjie Technology with inflows of 319 million yuan and 316 million yuan respectively [2] Electronic Industry Capital Outflow - The stocks with the highest capital outflows in the electronic industry included SMIC, with a net outflow of 802 million yuan, followed by Baiwei Storage and Lanke Technology with outflows of 344 million yuan and 255 million yuan respectively [3] - Other notable stocks with significant outflows included Shengyi Electronics, Dongxin Co., and Lens Technology, with outflows of 253 million yuan, 251 million yuan, and 219 million yuan respectively [3]

Group 1 - On November 18, Fangzheng Technology executed a block trade of 1.1159 million shares, with a transaction value of 10.8912 million yuan, accounting for 0.74% of the total trading volume for the day [1] - The transaction price was 9.76 yuan, which represents a discount of 10.38% compared to the market closing price of 10.89 yuan [1]