国枫律股字[2025]A593 号 北京市东城区建国门内大街26号 太厦7层、8层 电话： 010-88004488/66090088 邮编· 100005 传真: 010-66090016 北京国枫律师事务所 关于无锡商业大厦大东方股份有限公司 2025 年第二次临时股东会的法律意见书 致： 无锡商业大厦大东方股份有限公司（贵公司） 北京国枫律师事务所(以下简称"本所")接受贵公司的委托,指派律师出席并见 证贵公司 2025 年第二次临时股东会(以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称 "《股东会规则》"）、《律师事务所从事证券法律业务管理办法》(以下简称"《证 券法律业务管理办法》"）、《律师事务所证券法律业务执业规则(试行)》（以下简 称"《证券法律业务执业规则》")等相关法律、行政法规、规章、规范性文件及《无 锡商业大厦大东方股份有限公司章程》（以下简称"《公司章程》"）的规定,就本次 会议的召集与召开程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等 事宜 ...

Core Insights - Recent announcements from Yonghe Zhikong and Dadongfang reveal significant low-price disposals of their private hospitals, indicating a distress in the healthcare sector [3][8] - Yonghe Zhikong has been unable to attract buyers for its hospitals, with prices dropping drastically, exemplified by a 90% reduction in the valuation of Dazhou Medical Oncology Hospital [6][7] - Dadongfang is also divesting underperforming assets, including a hospital sold for just 1 yuan, reflecting challenges in the healthcare market [8][11] Yonghe Zhikong Overview - Yonghe Zhikong has been attempting to pivot towards the healthcare sector since 2019, acquiring several oncology hospitals to enhance profitability [3][4] - Despite these efforts, the revenue from medical services has remained low, peaking at approximately 148 million yuan in 2023, which constituted about 15.57% of total revenue [4] - The company has faced continuous losses from its hospital operations, with Dazhou Medical Oncology Hospital reporting a net loss of 706,000 yuan in 2024 [6][7] Financial Performance and Asset Disposals - Yonghe Zhikong's attempts to sell its hospitals have seen significant price reductions, with the Dazhou Medical Oncology Hospital's share price dropping from 27.67 million yuan to 2.77 million yuan [5][6] - The company has also listed other hospitals for sale, including the Kunming Medical Oncology Hospital, which is being offered at 33% of its original acquisition price [5][6] - The financial struggles of these hospitals are evident, with all four hospitals listed for sale reporting ongoing losses and one having negative net assets [5][6][7] Dadongfang Overview - Dadongfang has been strategically divesting certain underperforming hospital assets, including the sale of Jin Hua Lian Ji Hospital for 1 yuan [8][11] - The company has expanded its healthcare services through acquisitions since 2022, focusing on pediatric care and other medical services [9][10] - Despite growth in revenue from pediatric services, the overall profitability remains low, with significant fixed costs impacting financial performance [10][11] Market Challenges - Both companies are facing challenges due to changes in healthcare policies and market conditions, leading to declining revenues and increased operational losses [11] - The healthcare sector is experiencing a shift, with companies needing to adapt to new economic realities and consumer demands to remain viable [9][10]

Core Insights - The general retail sector experienced a slight increase of 0.36% on December 2, with Maoye Commercial leading the gains [1] - The Shanghai Composite Index closed at 3897.71, down 0.42%, while the Shenzhen Component Index closed at 13056.7, down 0.68% [1] Retail Sector Performance - Maoye Commercial (600828) saw a significant increase of 9.93%, closing at 6.53, with a trading volume of 1.37 million shares and a transaction value of 842 million yuan [1] - Dongbai Group (600693) increased by 6.38%, closing at 11.00, with a trading volume of 1.87 million shares and a transaction value of 2.006 billion yuan [1] - Other notable performers included Dae Oriental (600327) up 5.33%, He Bai Group (000417) up 4.42%, and New World (600628) up 3.52% [1] Decliners in Retail Sector - Sanjiang Shopping (601116) decreased by 3.43%, closing at 15.77, with a trading volume of 435,800 shares and a transaction value of 701 million yuan [2] - Zhejiang Dongri (600113) fell by 2.19%, closing at 54.50, with a trading volume of 37,300 shares and a transaction value of 203 million yuan [2] - Other notable decliners included Agricultural Products (000061) down 1.66% and Juran Smart Home (000785) down 1.61% [2] Capital Flow Analysis - The general retail sector saw a net inflow of 300 million yuan from institutional investors, while retail investors experienced a net inflow of 51.18 million yuan [2] - Notable net inflows from institutional investors included He Bai Group (000417) with 90.44 million yuan and Step by Step High (002251) with 62.28 million yuan [3] - Conversely, Dongbai Group (600693) and Maoye Commercial (600828) experienced significant net outflows from retail investors, with -98.21 million yuan and -72.02 million yuan respectively [3]

Core Points - The Shanghai Composite Index closed at 3892.55 points, above the annual line, with a decline of 0.55% [1] - A total trading volume of A-shares reached 1,056.036 billion yuan today [1] - 30 A-shares have surpassed the annual line, with notable stocks showing significant deviation rates [1] Summary by Category Stock Performance - Notable stocks that broke through the annual line include: - Huaxia Happiness (600340) with a deviation rate of 6.67% and a daily increase of 10.17% [1] - Meixin Technology (688458) with a deviation rate of 4.81% and a daily increase of 5.08% [1] - Landun Optoelectronics (300862) with a deviation rate of 4.32% and a daily increase of 6.06% [1] Deviation Rate Rankings - The top stocks by deviation rate on December 2 are: - Huaxia Happiness (600340): 6.67% [1] - Meixin Technology (688458): 4.81% [1] - Landun Optoelectronics (300862): 4.32% [1] - Other stocks with lower deviation rates include: - Yunnan Baiyao (000538) with a deviation rate of 0.02% [2] - Zhongtie Zhuangpei (300374) with a deviation rate of 0.11% [2] - Hongxin Electronics (300657) with a deviation rate of 0.11% [2]

Group 1 - The core business of the company includes retail of department stores and home appliances, food production and sales, real estate development and sales, and healthcare services [2] - The revenue composition of the company is as follows: healthcare services 79.22%, department store retail 10.44%, food and beverage sales 5.71%, supermarket retail 2.64%, and others 2.20% [2] - As of September 30, the number of shareholders decreased by 11.89% to 62,600, while the average circulating shares per person increased by 13.49% to 14,139 shares [2] Group 2 - The company's stock price has decreased by 2.26% year-to-date, but has increased by 4.44% in the last five trading days and 8.14% in the last twenty days [1] - The company has appeared on the "Dragon and Tiger List" three times this year, with the most recent appearance on November 17, where it recorded a net buy of -9.77 million yuan [1] - The company has distributed a total of 2.386 billion yuan in dividends since its A-share listing, with 141 million yuan distributed in the last three years [3]

二、股东会现场会议参会股东或股东代理人应根据《大东方关于召开2025年第二次 临时股东会的通知》（本公司于2025年11月25日在上海证券交易所网站www.sse.com.cn 及上海证券报的公告）的要求，在2025年12月8日10:00—16:00期间，提供身份证明、股 票账户卡、授权委托书等资料向公司董事会办公室办理参会登记。 三、为保证股东会现场会议的严肃性和正常秩序，切实维护股东的合法权益，务必 请出席现场会议的股东或股东代理人按股东会会议通知的要求携带参会资格登记资料， 提前到达会场登记参会资格并签到。未能提供有效参会资格登记资料并办理签到的，不 得参加本次股东会现场会议。除出席本次会议的公司股东、董事、高级管理人员、公司 聘请的鉴证律师、相关工作人员以及董事会邀请的人员外，公司有权依法拒绝其他人员 进入会场。 四、股东或股东代理人参加本次股东会现场会议，依法享有发言权、质询权、表决 权等各项权利，同时须认真履行法定义务，不得侵犯其他股东的合法权益，不得扰乱会 议秩序。 五、股东或股东代理人如需发言，应提前进行登记，由主持人安排发言。股东提问 应举手示意，并按照会议主持人的安排进行。发言及提问前应先 ...

每经AI快讯，大东方（SH 600327，收盘价：4.99元）11月24日晚间发布公告称，无锡商业大厦大东方 股份有限公司所属控股子公司上海均瑶医疗健康科技有限公司拟将所持有的金华联济医院有限公司80% 的股权及均瑶医疗对金华联济的债权转让给金华市林天生物科技有限公司。其中：均瑶医疗持有的金华 联济80%股权，拟以1元转让给受让方；均瑶医疗享有的对金华联济的债权合计约8999.1万元，拟以580 万元转让给受让方。 （记者 曾健辉） 截至发稿，大东方市值为44亿元。 每经头条（nbdtoutiao）——大鹏工业战略配售"肥"了自家人！认购价9元，上市首日涨到118元，实控 人和亲哥哥凭配售一天浮盈2492万元 2025年1至6月份，大东方的营业收入构成为：医疗服务占比79.25%，百货零售占比14.91%，餐饮与食 品销售占比5.7%，其他占比0.57%，抵消占比-0.44%。 ...

Economic Information - China's textile and apparel exports from January to October 2025 totaled $243.95 billion, a decrease of 1.6%. In October alone, exports were $22.26 billion, down 12.6% [2][6] - The Shanghai Cyberspace Administration has launched a special enforcement action to address the misuse of AI technologies, focusing on compliance to support the high-quality development of emerging industries. During this action, 54 apps utilizing generative AI technology were removed from local app stores [2][6] Company Alerts - ST Changyuan's chairman Qiao Wenjian has been detained for suspected job-related violations [4] - Saiwei Electronics' second-largest shareholder, the Big Fund, reduced its stake by 1.07% from September 23 to November 24 [4][6] - Yidian Tianxia's second-largest shareholder, Ningbo Zhongdianyi Enterprise Management Partnership, sold shares during a period of stock volatility [4][6] - Wireless Media's shareholders plan to reduce their holdings by up to 4.70% [4][6] - Huifa Foods' shareholder Hui Xiping intends to reduce his stake by up to 3% [4][6] - Dongfang Ocean's shareholder Guoyuan Fund plans to reduce its stake by up to 3% [4][6] - Other companies with shareholders planning to reduce stakes include Dinglong Co., Xinghui Entertainment, Zhongke Information, and others, with reductions ranging from 0.04% to 4.70% [4][6] Overseas Alerts - JPMorgan's commodity research head, Natasha Kaneva, indicated that without intervention, the global oil market will face a surplus of 2.8 million barrels per day next year, and 2.7 million barrels per day by 2027. Under these conditions, Brent crude oil prices could drop below $60 per barrel in 2026 and end the year at over $40 per barrel. By 2027, the average price may fall to $42 per barrel, potentially dropping to the $30 range by year-end [3][6] - German Chancellor Merz stated that the U.S. proposed peace plan for Ukraine is unlikely to be finalized by the 27th, with only small-scale progress expected in the coming days [2][3]

2025年1至6月份，大东方的营业收入构成为：医疗服务占比79.25%，百货零售占比14.91%，餐饮与食 品销售占比5.7%，其他占比0.57%，抵消占比-0.44%。 截至发稿，大东方市值为44亿元。 每经头条（nbdtoutiao）——大鹏工业战略配售"肥"了自家人！认购价9元，上市首日涨到118元，实控 人和亲哥哥凭配售一天浮盈2492万元 每经AI快讯，大东方（SH 600327，收盘价：4.99元）11月24日晚间发布公告称，公司第九届2025年第 二次董事会临时会议于2025年11月24日以通讯表决方式召开。会议审议了《大东方关于转让控股孙公司 股权及债权的议案》等文件。 （记者 曾健辉） ...

Core Viewpoint - The company is divesting its 80% stake in Jinhua Lianji Hospital for 1 yuan and transferring its debt of approximately 89.99 million yuan for 5.8 million yuan to optimize its healthcare service business and improve asset structure [1][2]. Group 1: Transaction Details - The company’s subsidiary, Junyao Medical, will transfer its 80% stake in Jinhua Lianji Hospital to Jinhua Lintian Biotechnology Co., Ltd. for 1 yuan [1]. - The debt owed to Junyao Medical by Jinhua Lianji, amounting to approximately 89.99 million yuan, will be transferred for 580,000 yuan [1]. - Since its acquisition in March 2022, Jinhua Lianji Hospital has incurred cumulative losses of 79.15 million yuan [1]. Group 2: Financial Impact - The transaction is expected to reduce the company's consolidated net profit attributable to shareholders by 34.25 million yuan in 2025 [2]. - The company reported a total revenue of 2.645 billion yuan for the first three quarters of 2025, a year-on-year decrease of 4.23% [2]. - The net profit attributable to shareholders for the same period was 55.66 million yuan, down 33.12% year-on-year [2]. Group 3: Company Background - The company, founded in 1988, is a leading commercial retail service enterprise in Wuxi and became the first commercial retail company listed in Jiangsu Province in 2002 [2]. - It is a member of the Junyao Group and serves as the main entity for the modern consumption sector of the group [2]. - After the divestment of Jinhua Lianji, the company still holds assets in the healthcare sector, including Junyao Pediatrics and Yaan Health, but is currently focusing on cost reduction and strategic restructuring [2].