北京市盈科（南宁）律师事务所 法律意见书 北京市盈科（南宁）律师事务所 关于柳州两面针股份有限公司 2024 年年度股东大 的法律意见书 盈科（桂）法意字（2025）第 L-02 号 致：柳州两面针股份有限公司 北京市盈科（南宁）律师事务所接受柳州两面针股份有限公司（以 下简称"公司"）的委托，指派本所律师对公司召开柳州两面针股份有 限公司 2024 年年度股东大会（以下简称"本次股东大会"或"会议"） 的有关事项进行见证并出具法律意见。 为出具法律意见，本所及经办律师依据《中华人民共和国证券法》、 《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）》等规定及本法律意见书出具日以前已经发生或者 存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完 整，所发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或 者重大遗漏，并承担相应法律责任。 本法律意见书的出具是基于公司已向本所律师提供了出具法律意见 所必须的、真实的、完整的书面材料。基于对上述文件、资料的审查和 现场见证情况，本所律师根据《中华人民共和 ...

Core Viewpoint - The company, Liuzhou Two-Needles Co., Ltd., has faced a decline in profitability and has taken on new short-term loans to benefit from government policies, while also planning to improve its financial performance through innovation and restructuring [1][2]. Company Announcements - The company reported a total cash balance of 1.273 billion yuan at the end of the reporting period, which accounts for 46.78% of total assets, with short-term loans increasing by 55.17% year-on-year to 90 million yuan [1][2]. - The company achieved a net profit of 8.95 million yuan after deducting non-recurring items in 2024, representing a year-on-year decline of 37.13%, with a gross margin of 13.84% for its main business in daily chemical products [1][2]. - The company plans to hold its 2024 annual shareholders' meeting on June 26, 2025, to review six proposals, including the annual report and profit distribution plan [3][5]. Financial Performance - In 2024, the company reported operating revenue of 1.053 billion yuan, a year-on-year increase of 5.82%, and a total profit of 110 million yuan, up 264.59% year-on-year [3][5]. - The total assets of the company amounted to 2.721 billion yuan, with total liabilities of 539 million yuan, resulting in a debt-to-asset ratio of 19.80% [3]. - The company has increased its R&D investment by approximately 10% and has completed several new product development and upgrade projects [3].

Core Viewpoint - The company, Liuzhou Two-Needle Co., Ltd., is preparing for its 2024 Annual General Meeting, focusing on maintaining shareholder rights and ensuring effective governance and operational transparency. Group 1: Meeting Details - The Annual General Meeting is scheduled for June 26, 2025, at 10:00 AM, held at the company's office building in Liuzhou [2][4]. - Shareholders must present identification and relevant documents to verify their attendance [2]. - The meeting will include a report from independent directors and will be conducted with both on-site and online voting [3][4]. Group 2: Financial Performance - For the year 2024, the company achieved a revenue of 1.053 billion yuan, representing a year-on-year increase of 5.82% [21]. - The total profit reached 110 million yuan, a significant increase of 264.59% compared to the previous year [21]. - The net profit attributable to shareholders was approximately 81 million yuan, reflecting a growth of 255.59% [21]. Group 3: Operational Highlights - The company focused on enhancing product quality and brand value, launching 24 new oral care products and 13 personal care products in 2024 [6][7]. - Marketing strategies included leveraging social media platforms and participating in major exhibitions, resulting in recognition as a top brand in the industry [6][7]. - The company maintained a low debt ratio of 19.80%, indicating strong financial health [21]. Group 4: Governance and Compliance - The board of directors held multiple meetings throughout the year, ensuring compliance with legal and regulatory requirements [8][9]. - Independent directors actively participated in decision-making processes, safeguarding the interests of minority shareholders [28][34]. - The company received positive evaluations for its information disclosure practices, maintaining transparency and accuracy [12][32]. Group 5: Future Plans - The company aims to enhance its core business and expand its market presence, focusing on integrating its health and personal care sectors [15][16]. - Plans include increasing investment in technology and innovation to improve product offerings and operational efficiency [15][16]. - The company will continue to strengthen investor relations and governance structures to foster trust and engagement with shareholders [16].

柳州两面针股份有限公司 2024 年年度股东大会 会议资料 为了维护股东的合法权益，确保公司股东大会的会议秩序和议事 效率，保证大会顺利进行，公司根据《公司法》《证券法》《上市公 司股东大会规则》《公司章程》及《股东大会议事规则》等规定，特 制定本须知。 一、股东和股东代理人参加股东大会，依法享有发言权、质询权、 表决权等规定的各项权利。出席人员应认真履行法定义务，不得侵犯 公司和其他股东的合法权益，不得扰乱大会的正常秩序。 二、股东的发言主题应与本次股东大会审议事项有关，简明扼要。 对于可能将泄露公司商业秘密或内幕消息，损害公司、股东共同利益 的提问，相关人员有权拒绝回答。 三、出席股东大会的股东及股东代理人，应当对提交表决的议案 发表如下意见之一：同意、反对或弃权。出席现场会议的股东及股东 代表务必在表决票上签署股东名称或姓名。未填、多填、填错、字迹 无法辨认、没有投票人签名或未投票的，均视为弃权。 股票简称：两面针 股票代码：600249 2025 年 6 月 26 日 目录 | 2024 | 年年度股东大会会议须知 | | 1 | | --- | --- | --- | --- | | 2024 | ...

Core Viewpoint - The company, Two-faced Needle, faces scrutiny from the stock exchange after disclosing its 2024 annual report, highlighting issues such as "non-urgent borrowing" and weak profitability in its main business [1] Financial Performance - As of the end of 2024, Two-faced Needle reported short-term borrowings of 90 million yuan, a significant increase of 55.17% year-on-year, despite holding a large amount of cash totaling 1.273 billion yuan, which accounts for 46.78% of total assets [2] - The company has a unique arbitrage model, with an average annual deposit interest rate of 3.26%, while the actual financing cost of loans obtained through various policies is as low as 0.22%-2.6%, resulting in a spread of 3.04 percentage points [2] - Interest income reached 40.72 million yuan in 2024, constituting 455% of the net profit excluding non-recurring items, indicating a heavy reliance on financial operations rather than core business activities [3] Business Challenges - The company derives 70% of its revenue from hotel daily necessities but faces structural challenges, including weak bargaining power as a supplier, low-value-added products, and a lag in channel transformation [4] - The reliance on external products accounts for 30% of its offerings, further compressing profit margins, while R&D investment remains below 1%, significantly lower than industry leaders [4] - Despite a strategic focus on "focusing on the main business and deepening the integration of medical and elderly care," the company has seen limited success in cost reduction and efficiency improvement, with sales expenses increasing by only 6.99% and management expenses rising by 15.33% in 2024 [4]

Core Viewpoint - In 2024, Liuzhou Two-side Needle (600249) has 1.2 billion yuan in self-owned funds for deposit interest collection, yet it borrowed 90 million yuan from banks to pay interest, revealing a business logic where deposit rates significantly exceed loan rates [1][2]. Group 1: Financial Position - As of the end of the reporting period, the company had monetary funds of 1.273 billion yuan, accounting for 46.78% of total assets, with short-term borrowings increasing by 55.17% year-on-year to 90 million yuan [2]. - The company's monetary funds include 1.142 billion yuan in the parent company, representing 89.71% of the total, largely due to a significant asset transaction in 2019 that generated approximately 1.2 billion yuan in principal and interest [3]. Group 2: Interest Income - The total monetary funds deposited by the company and its subsidiaries amounted to 1.27288 billion yuan, generating interest income of 40.7246 million yuan [4]. - The average monetary fund balance for the year was approximately 1.2605411 billion yuan, with an average interest rate of 3.26%. The majority of deposits, amounting to 1.03813 billion yuan, were held at Liuzhou Bank with interest rates ranging from 0.3% to 3.8%, yielding 33.2204 million yuan in interest [5]. Group 3: Loan Details - Of the 90 million yuan in loans, 10 million yuan benefited from a preferential rate under the Science and Technology Loan program, resulting in a post-subsidy annual interest rate of only 2.6%. The remaining 80 million yuan loans enjoyed a subsidy rate of 2.88%, with post-subsidy rates ranging from 0.22% to 1.27%, including 35 million yuan at a post-subsidy rate of 0.22% [6]. Group 4: Business Overview - Established on January 30, 2004, and listed on the Shanghai Stock Exchange, the company primarily engages in the research, production, and sales of oral care products, personal care items, and hotel supplies. In 2024, it achieved an operating income of 1.053 billion yuan, with a net profit of only 8.95 million yuan after deducting non-recurring items [7].

对柳州两面针股份有限公司 2024 年年报问询函的回复 上海证券交易所： 柳州两面针股份有限公司（以下简称"两面针"或"公司"）收到了贵所于 2025 年 5 月 27 日下发的《关于柳州两面针股份有限公司 2024 年年度报告的信息披露监管问询 函》(上证公函【2025】0656 号，以下简称"《问询函》")，两面针将问询函转给了本所， 本所对问询函中由年审会计师发表核查意见之部分进行了认真研究和落实，现就问询函 中由年审会计师发表核查意见之部分说明如下： 1、关于货币资金。年报披露，报告期末公司货币资金 12.73 亿元，占总资产比重 46.78%，短期借款 0.90 亿元，同比增加 55.17%。公司在持有大额现金的同时新增短期 借款。 请公司：（1）补充披露主要货币资金存放情况，包括存放机构、金额、账户性质、 利率等；（2）结合月度日均货币资金规模、利率水平，分析说明利息收入和货币资金 规模的匹配性；（3）结合短期借款规模变动情况、利率水平等，说明公司在货币资金 较多的情况下对外新增借款的原因及合理性；（4）自查并说明货币资金是否存在其他 潜在限制性安排，是否存在质押货币资金或存单为控股股东或其他关联 ...

证券代码：600249 证券简称：两面针 公告编号：临2025-026 柳州两面针股份有限公司 关于 2024 年年度报告的信息披露监管 问询函的回复公告 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个别及连带责任。 柳州两面针股份有限公司（以下简称"公司"）于近日收到上海证券交易所 向公司发送的《关于柳州两面针股份有限公司 2024 年年度报告的信息披露监管问 询函》（上证公函【2025】0656 号）（以下简称"《问询函》"），公司及中喜 会计师事务所（特殊普通合伙）（以下简称"年审会计师"）就《问询函》关注 的问题逐项进行认真核查，现就《问询函》相关问题回复如下： 1、关于货币资金。年报披露，报告期末公司货币资金 12.73 亿元，占总资产 比重 46.78%，短期借款 0.90 亿元，同比增加 55.17%。公司在持有大额现金的同 时新增短期借款。 请公司：（1）补充披露主要货币资金存放情况，包括存放机构、金额、账户 性质、利率等；（2）结合月度日均货币资金规模、利率水平，分析说明利息收入 和货币资金规模的匹配性；（3）结合短 ...

Market Overview - The Shanghai Composite Index fell by 0.44% on June 10, with six industries experiencing gains, led by the beauty and personal care sector, which rose by 1.10% [1] - The banking sector also saw an increase of 0.48%, while the defense and military industry and the computer sector faced declines of 1.97% and 1.87%, respectively [1] Capital Flow Analysis - The main capital outflow from the two markets totaled 45.141 billion yuan, with five industries seeing net inflows [1] - The banking sector had the highest net inflow of 871 million yuan, followed by the public utilities sector, which experienced a slight decline of 0.04% but had a net inflow of 822 million yuan [1] - A total of 26 industries experienced net capital outflows, with the electronics sector leading with an outflow of 7.532 billion yuan, followed by the computer sector with an outflow of 7.427 billion yuan [1] Beauty and Personal Care Sector - The beauty and personal care industry saw a rise of 1.10% with a net capital inflow of 63.98 million yuan [2] - Out of 31 stocks in this sector, 21 stocks increased in value, with two hitting the daily limit, while eight stocks declined [2] - The top three stocks with significant net inflows included Qingdao Kingway with 68.51 million yuan, Huaye Fragrance with 42.32 million yuan, and Haoyue Care with 16.43 million yuan [2] Individual Stock Performance - The top performers in the beauty and personal care sector included: - Qingdao Kingway: +3.41% with a turnover rate of 35.94% and a net inflow of 68.51 million yuan [2] - Huaye Fragrance: +20.00% with a turnover rate of 33.27% and a net inflow of 42.32 million yuan [2] - Haoyue Care: +6.82% with a turnover rate of 3.23% and a net inflow of 16.43 million yuan [2] - Conversely, the stocks with the highest net outflows included: - Shuiyang Co.: -5.71% with a net outflow of 23.91 million yuan [3] - Liangmian Needle: 0.00% with a net outflow of 17.31 million yuan [3] - Furuida: -0.71% with a net outflow of 17.14 million yuan [3]

Core Viewpoint - The company, Liuzhou Two-Sided Needle Co., Ltd., is under scrutiny regarding its financial disclosures, particularly concerning its cash management, interest income, and borrowing practices, as highlighted in the inquiry from the Shanghai Stock Exchange [1][4][21]. Financial Disclosure and Cash Management - The company is required to disclose details about its cash holdings, including the institutions where funds are stored, amounts, account types, and interest rates [1][2]. - The total cash holdings amount to approximately 1.27 billion yuan, with interest income reported at 40.72 million yuan, reflecting an average annual interest rate of 3.26% [2][3]. - The company has a significant amount of cash but has also taken on new short-term borrowings, which raises questions about the rationale behind this borrowing given the cash reserves [3][4]. Borrowing Practices - The company has taken out loans totaling 65 million yuan from various banks, with interest rates ranging from 2.60% to 4.15% [3][4]. - The rationale for new borrowings includes taking advantage of government subsidies and maintaining good relationships with financial institutions for future financing needs [3][4]. Industry Context and Competitive Position - The company operates primarily in the daily chemical products sector, focusing on oral care products and hotel supplies, with a significant portion of revenue derived from these segments [6][8]. - The overall industry is experiencing growth, driven by increasing consumer awareness of oral health and rising disposable incomes, although the company faces challenges such as rising operational costs and intense competition [8][9]. - The company's main products include household toothpaste and hotel toiletries, with the household segment contributing significantly to revenue [8][16]. Financial Performance and Profitability - The company's revenue for 2024 is reported at 1.05 billion yuan, with a gross margin of 16.69%, which is lower than competitors in the industry [6][8][17]. - The company has been struggling with profitability, primarily due to high sales and management expenses, which have increased significantly compared to revenue growth [6][14]. - The company plans to improve its profitability through various strategies, including enhancing product quality, optimizing product structure, and expanding market reach [18][19]. Advertising and Marketing Expenses - The company's advertising expenses for 2024 are reported at 113 million yuan, accounting for 10.73% of total revenue, which is lower than some competitors [14][20]. - The company has detailed its advertising expenditures, ensuring that there are no funds flowing to related parties, which is a point of scrutiny in the inquiry [20][21].