2024 年年度股东大会的法律意见书 致：海南椰岛（集团）股份有限公司 海南问源律师事务所（以下简称"本所"）接受海南椰岛（集团）股份有限公司（以下简 称"公司"）的委托，指派李琳、张雅欢两位律师出席了公司2024 年年度股东大会（以下简称 "本次股东大会"）。 本所律师根据《中华人民共和国公司法》（以下简称《公司法》）、《上市公司股东大会规则》 （以下简称《股东大会规则》）等法律法规、规范性文件及《海南椰岛（集团）股份有限公司 章程》（以下简称《公司章程》）的有关规定，按照律师行业公认的道德规范、业务标准和勤勉 尽责精神，就本次股东大会的召集、召开程序、出席会议人员的资格、表决程序及表决结果等 重要事项的合法性发表法律意见如下： 一、本次股东大会的召集、召开程序 本次股东大会由公司董事会召集。2025 年4 月30 日，公司董事会分别在《中国证券报》、 《上海证券报》、《证券日报》及上海证券交易所网站上公告了《海南椰岛（集团）股份有限公 司关于召开2024 年年度股东大会的通知》（以下简称《会议通知》）。《会议通知》中列明了本 次股东大会的召开时间、召开地点、审议事项、出席对象、出席会议登记办法等事项，并明 ...

证券代码：600238 证券简称：*ST 椰岛 公告编号：2025-021 海南椰岛（集团）股份有限公司 2024年年度股东大会决议公告 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 5 月 20 日 (二)股东大会召开的地点：海南省海口市秀英区药谷二横路 2 号椰岛集团办公楼 7 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 | 491 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 64,762,277 | | 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 | 14.4494 | | 份总数的比例（%） | | (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,段守奇董事长主持本次会议。大会采取现场投 二、 议案审议情况 (一)非累积投票议案 1 ...

Financial Performance - In 2024, the company's operating revenue was approximately 175.21 million yuan, a decrease of 21.97% compared to 2023's 224.53 million yuan [1] - The net profit attributable to shareholders was approximately 136.14 million yuan, down from 149.16 million yuan in the previous year, marking a decline of 8.56% [1] - The net cash flow from operating activities was negative 18.29 million yuan, an improvement from negative 38.54 million yuan in 2023, indicating a 39.8% reduction in losses [1] Employee Statistics - As of the end of 2024, the total number of employees at Hainan Yedao was 388, a decrease of 11.86% from 434 employees at the end of 2023 [2] - The number of sales personnel dropped significantly from 99 to 41, representing a 58.59% reduction [2] Management Changes - The chairman of the company, Duan Shouqi, received a salary of 684,100 yuan in 2024, which is an increase of 38.2% from 495,000 yuan in the previous year [5] - Former General Manager Ma He’s salary was 641,500 yuan, reflecting a substantial increase of 102.17% from 317,300 yuan [5] - Ma He resigned as General Manager shortly before the performance disclosure but continues to serve as a director [8] Product Development and Market Challenges - The company reported delays in the development, production, and marketing of new products, which contributed to lower sales during the reporting period [1] - Issues such as inaccurate product positioning and unreasonable pricing strategies led to poor market performance, increased credit impairment on receivables, and slow inventory turnover, exacerbating operational losses [1]

Group 1: New Stock Offerings - ST Xinchao (600777) has a tender offer period from April 23, 2025, to May 22, 2025[1] - Puli Tui (300630) has 7 trading days remaining until the last trading day[1] - ST Zhongcheng (300208) reported severe abnormal fluctuations[1] Group 2: Trading Alerts - Jintai (300225) and other stocks are under observation for trading alerts due to abnormal fluctuations[1] - ST Yida (600608) and ST Huke (600608) are also flagged for trading alerts[1] - Multiple stocks including ST Shengda (002259) and ST Yushun (002289) are under scrutiny for trading activities[1] Group 3: Recent Announcements - Guofang Group (601086) and other companies have made recent announcements regarding their stock activities[1] - A total of 7 trading days remain for several stocks approaching their last trading day[1] - Various companies including ST Huada (603580) and ST Aiai (603580) have made recent disclosures[1]

Core Viewpoint - Hainan Yedao, known as the "first stock of health wine," reported a significant decline in revenue and continued losses, raising concerns about its management and market strategy [1][2][4]. Financial Performance - In 2024, Hainan Yedao achieved revenue of only 175 million yuan, marking a 21.97% decline following two consecutive years of nearly 50% decreases [1]. - Cumulative losses since 2015 have reached 794 million yuan, leading to a "*ST" warning and increasing the risk of delisting [2]. - The company's revenue for Q1 2025 further declined by 18.47% to 44 million yuan [4]. Product Performance - Sales of the flagship product, Luguijiu, fell by 44.47%, with a gross margin decrease of 7.87% [4]. - Other product lines, including the white wine series and other alcoholic beverages, also experienced significant revenue declines of 28.27% and 20.84%, respectively [4]. - High-end products, such as the Haijiao Sea Sauce 20, recorded minimal sales, with only 2 purchases noted [7]. Management and Strategy - The management team has faced instability, with the recent departure of General Manager Ma He shortly after the poor performance announcement [1][8]. - Ma He had previously engaged in aggressive marketing strategies, including a nationwide advertising campaign, which did not yield the expected results [10][12]. - The company has shown a high dependency on a limited number of clients and suppliers, with the top five clients accounting for 79.17% of total sales [7]. Market Position - Hainan Yedao's stock price has plummeted by 84.7% from its peak of 32.78 yuan, reflecting a severe loss of investor confidence [13]. - The company is at a critical juncture, facing internal challenges and market pressures that threaten its operational viability and future prospects [13].

Group 1: Stock Performance and Announcements - Xinglei Co., Ltd. (鑫磊股份) experienced a significant stock increase, with a cumulative rise of 43.6% over two trading days, reaching a historical high [2][4] - Chunguang Technology (春光科技) achieved a four-day consecutive limit-up, with a total increase of 45.86% from April 30 to May 9, marking a three-year high [5][7] - Multiple ST stocks, including *ST Huawang, *ST Gengxing, and *ST Yedao, also saw limit-up trading, with cumulative price deviations exceeding 12% over three days [9] Group 2: Company Operations and Financials - Xinglei Co., Ltd. focuses on air dynamics technology, specializing in energy-efficient air compressors and blowers [4] - Chunguang Technology reported a revenue of 2.122 billion yuan in 2024, a year-on-year increase of 16.62%, but a net profit decline of 42.73% due to intense industry competition and falling product prices [8] - *ST Gengxing and *ST Yedao both face uncertainties regarding their ongoing operations, with negative net profits reported for the last three accounting years [10][11]

股票简称：*ST 椰岛 股票代码：600238 编号：2025-020 号 针对公司股票交易异常波动的情况，公司对有关事项进行了核查，并发函问 询了公司控股股东，现将有关情况说明如下： 1、生产经营情况 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个别及连带责任。 重要内容提示： ●海南椰岛（集团）股份有限公司（以下简称"公司"）股票交易于 2025 年 5 月 7 日至 5 月 9 日连续 3 个交易日收盘价格涨幅偏离值累计超过 12%，根据 《上海证券交易所交易规则》的有关规定，属于股票交易异常波动情形。 ●经公司自查并向公司控股股东及实际控制人核实，截至本公告披露日， 除公司已披露事项外，不存在应披露而未披露的重大信息。 ●公司因 2024 年度经审计的扣除非经常性损益前后的净利润孰低者为负值， 且扣除与主营业务无关的业务收入和不具备商业实质的收入后的营业收入低于 3 亿元，加上公司 2024 年度内部控制审计被出具了否定意见，最近一个会计年 度财务会计报告的审计报告显示公司持续经营能力存在不确定性，公司股票已 被实施退市风险警 ...

Core Viewpoint - The 2024 Annual General Meeting of Hainan Yedao (Group) Co., Ltd. will address significant financial challenges, including a substantial decline in revenue and net profit, alongside a focus on governance and operational improvements [1][2][3]. Meeting Agenda - The meeting will cover the announcement of the meeting start, introduction of attendees, reading of meeting rules, and voting on various proposals [1][2]. - The meeting will be held on May 20, 2025, with both on-site and online voting options available [1][2]. Financial Performance - The company reported a revenue of 175.21 million yuan in 2024, a decrease of 21.97% compared to 2023 [3][4]. - The net profit attributable to shareholders was -136.14 million yuan, an improvement from -149.16 million yuan in the previous year [3][7]. - The total assets decreased by 15.09% to 886.39 million yuan, while net assets dropped by 55.71% to 108.36 million yuan [3][4]. Operational Challenges - The decline in revenue is attributed to poor market performance and delays in new product launches, particularly in the liquor and beverage segments [5][6]. - The company faced significant losses due to inventory write-downs and increased credit impairment losses [6][7]. Governance and Management - The board of directors emphasized the importance of maintaining shareholder rights and ensuring efficient meeting procedures [1][2]. - The company plans to enhance management controls, improve operational efficiency, and focus on core business development [15][16]. Proposals for Approval - Key proposals include the approval of the 2024 annual report, financial statements, and the decision not to distribute profits due to negative net profit [21][22]. - The independent directors and audit committee will present their reports for shareholder review [22][23]. Future Plans - The company aims to strengthen its internal control systems and improve communication with investors to foster better relationships [14][15]. - The board will focus on optimizing management practices and expanding financing channels to mitigate debt risks [15][16].

海南椰岛（集团）股份有限公司 2024 年年度股东大会 会议资料 2025 年 5 月 20 日 1 海南椰岛（集团）股份有限公司 2024 年年度股东大会会议资料 文件目录 一、海南椰岛（集团）股份有限公司 2024 年年度股东大会会议议程…………3 二、海南椰岛（集团）股份有限公司 2024 年年度股东大会会议须知…………5 三、海南椰岛（集团）股份有限公司 2024 年年度股东大会议案………………6 | 序号 | 非累计投票议案 | | --- | --- | | 1 | 《公司 2024 年度报告及摘要》 | | 2 | 《公司 2024 年度财务决算报告》 | | 3 | 《公司 2024 年度董事会工作报告》 | | 4 | 《公司 2024 年度监事会工作报告》 | | 5 | 《公司 2024 年度利润分配预案》 | | 6 | 《公司 2024 年度独立董事述职报告》 | | 7 | 《公司董事会审计委员会 2024 年度履职报告》 | | 8 | 《公司 2024 年度内部控制评价报告》 | | 9 | 《关于未弥补亏损达到公司实收资本三分之一的议案》 | | 10 | 《关于计提 202 ...

Core Viewpoint - Hainan Yedao has reported disappointing financial results for 2024, with revenue falling below the 300 million yuan threshold, leading to a "ST" designation and raising concerns about its future viability [2][6] Financial Performance - In 2024, Hainan Yedao's revenue was approximately 175 million yuan, with a net loss of about 136 million yuan, although the loss has narrowed compared to the previous year [2] - For Q1 2024, the company reported revenue of around 44 million yuan, a year-on-year decline of 18.47%, while the net loss was approximately 6.5 million yuan [2] - Cumulatively, Hainan Yedao has incurred losses totaling 476 million yuan over the past four years, with revenue decreasing nearly 79% from 833 million yuan in 2021 to 175 million yuan in 2024 [6] Business Focus and Strategy - Hainan Yedao is attempting to refocus on its core liquor business, particularly in the herbal liquor segment, as part of its strategy to avoid delisting [6][8] - The company has invested nearly 100 million yuan in marketing efforts, including advertising in airports and on outdoor screens, despite its financial struggles [5] - The sales revenue from the company's main product lines, such as the Haiwang liquor series, increased by 6.36% to approximately 78.96 million yuan, while the flagship product, the deer turtle liquor series, saw a significant decline of 44.47% [6][7] Product Performance - Hainan Yedao's white liquor sales amounted to 25.73 million yuan, down 28.27% year-on-year, representing less than 15% of total revenue but achieving a gross margin of 60.47% [3] - The company has launched a new line of herbal-flavored liquor, with prices ranging from 199 yuan to 2999 yuan, but sales have been disappointing, with only four transactions recorded for five products on its official e-commerce platform [5][4] - The positioning of the deer turtle liquor series has struggled due to market contraction and failure to adapt to changing consumer trends, while the Haiwang series has become a key revenue pillar despite a decline in sales [7][8] Market Outlook - The liquor industry is currently undergoing a deep adjustment, and Hainan Yedao's ability to leverage its herbal liquor offerings to capture market share remains uncertain [5][6] - The company aims to implement a strategy focused on product innovation and market demand to navigate its current challenges and avoid delisting [7][8]