致：上海海欣集团股份有限公司 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》"）和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》"）的规定，国浩律师（上海）事务所接受上 海海欣集团股份有限公司（以下简称"公司"）董事会的聘请，指派律师出席并见证 了公司于 2025 年 8 月 12 日 14:00 时起在上海市松江区洞泾镇长兴路 688 号海欣集 团 3 楼会议室召开的公司 2025 年第二次临时股东大会，并依据有关法律、法规、 规范性文件的规定以及《上海海欣集团股份有限公司章程》（以下简称"《公司章 程》"）的规定，对本次股东大会的召集、召开程序、出席人员资格、大会表决程 序等事宜进行了审查，现发表法律意见如下： 一、本次股东大会的召集、召开程序 北京 上海 深圳 杭州 广州 昆明 天津 成都 宁波 福州 西安 南京 南宁 济南 香港 巴黎 马德里 硅谷 BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBO FUZHOU XI' ...

2025年第二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： 证券代码：600851 证券简称：海欣股份 公告编号：2025-027 900917 海欣 B 股 上海海欣集团股份有限公司 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 8 月 12 日 (一)非累积投票议案 (二)股东大会召开的地点：上海市松江区洞泾镇长兴路 688 号海欣集团 3 楼会议 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 | 210 | | --- | --- | | 其中：A 股股东人数 | 188 | | 境内上市外资股股东人数（B 股） | 22 | | 2、出席会议的股东所持有表决权的股份总数（股） | 508,624,056 | | 其中：A 股股东持有股份总数 | 444,676,469 | | 境内上市外资股股东持有股份总数（B 股） | 63,947,587 | | 3、出席会议的股 ...

Core Points - The Shanghai Composite Index closed at 3638.40 points with a change of 0.12% and a total trading volume of 1,206.179 billion yuan [1] - Eight A-shares experienced a crossover where the 5-day moving average fell below the 10-day moving average, indicating potential bearish trends [1] Group 1: Stock Performance - Stock "信立泰" (Code: 002294) decreased by 1.86% with a 5-day moving average of 49.37 yuan and a 10-day moving average of 49.62 yuan, showing a distance of -0.49% [1] - Stock "万邦德" (Code: 002082) decreased by 1.36% with a 5-day moving average of 7.48 yuan and a 10-day moving average of 7.52 yuan, also showing a distance of -0.49% [1] - Stock "毕得医药" (Code: 688073) decreased by 2.96% with a 5-day moving average of 59.09 yuan and a 10-day moving average of 59.27 yuan, indicating a distance of -0.30% [1] Group 2: Additional Stocks with Moving Average Crossovers - Stock "吉贝尔" (Code: 688566) decreased by 3.58% with a 5-day moving average of 33.90 yuan and a 10-day moving average of 33.97 yuan, showing a distance of -0.20% [1] - Stock "诺诚健华" (Code: 688428) decreased by 6.03% with a 5-day moving average of 30.02 yuan and a 10-day moving average of 30.07 yuan, indicating a distance of -0.18% [1] - Stock "丽人丽妆" (Code: 605136) increased by 0.81% with a 5-day moving average of 9.82 yuan and a 10-day moving average of 9.84 yuan, showing a distance of -0.15% [1]

Core Viewpoint - The inflatable toy market, as a segment of the plastic toy industry, is experiencing steady growth due to its lightweight, durable, and versatile characteristics, with the market size projected to increase from 6.704 billion yuan in 2015 to 8.481 billion yuan in 2024, reflecting a compound annual growth rate (CAGR) of 2.6% [1][16]. Industry Overview - Inflatable toys are made from materials like latex or plastic, filled with air or inert gases, and include various types such as balloons, inflatable sports toys, and furniture [3]. - The inflatable toy market in China is expected to grow steadily, driven by the increasing demand for lightweight and portable toys suitable for outdoor activities and travel [1][16]. Market Size and Growth - The inflatable toy market in China reached a size of 6.704 billion yuan in 2015 and is projected to grow to 8.481 billion yuan by 2024, with a CAGR of 2.6% [1][16]. - The overall plastic toy market in China is also expanding, with the market size expected to reach 84.808 billion yuan in 2024, showing a year-on-year increase of 4.03% [14]. Competitive Landscape - The inflatable toy industry is characterized by intense competition, with major players like Gaole Co., Aofei Entertainment, and Hai Xin Group leveraging brand strength, supply chain integration, and diverse sales channels to maintain market share [18][19]. - Companies are facing challenges such as product homogenization and shrinking profit margins, prompting a need for differentiation and innovation [18]. Policy and Regulation - Recent government policies aim to enhance regulation and provide guidance for the toy industry, including measures to address marketing practices harmful to minors and ensure product quality [5][7]. - The 2023-2025 action plan emphasizes the need for improved mental health protections for children, impacting the marketing and safety standards for toys [5]. Industry Trends - There is a growing emphasis on environmental sustainability and safety in the inflatable toy industry, with a shift towards recyclable or biodegradable materials [23]. - The industry is witnessing increased concentration, with leading companies expanding through IP integration and technology, while smaller firms either specialize or face consolidation [24]. - Sales channels are diversifying, with a significant rise in e-commerce and cross-border sales, enhancing market reach and brand visibility [26].

Core Points - Shanghai Haixin Group Co., Ltd. is holding a shareholders' meeting on August 12, 2025, to ensure the rights of all shareholders and maintain order during the meeting [1] - The company will no longer have a supervisory board, with its powers transferred to the audit committee of the board of directors, and relevant rules will be revised accordingly [2][3] Meeting Procedures - Shareholders or their representatives must arrive 30 minutes before the meeting to register and present valid identification [2] - Only registered shareholders and invited personnel are allowed to attend the meeting, ensuring the seriousness and order of the proceedings [1][2] - Shareholders wishing to speak must submit their questions in writing beforehand [2] Amendments to Company Regulations - The company is revising its articles of association to align with new laws and regulations, including the removal of references to the supervisory board [3][4] - Key amendments include changes to the roles of the chairman and legal representative, as well as the definition of senior management [4][5] - The rights of shareholders have been clarified, including their ability to supervise company operations and request information [6][7] Voting and Decision-Making - Shareholders must fill out and submit voting ballots accurately to ensure proper counting of votes [2] - The company has outlined specific conditions under which shareholder meetings and decisions can be deemed invalid [8][9] - The audit committee will now handle requests for legal action against directors or senior management in case of misconduct [9][10] Financial and Operational Governance - The company has established new rules regarding external guarantees and financial assistance to ensure compliance with regulations [11][12] - The rights and responsibilities of controlling shareholders and actual controllers have been defined to protect the interests of the company and its shareholders [10][11]

上海海欣集团股份有限公司 2025 年第二次临时股东大会 会 议 资 料 会议时间：2025 年 8 月 12 日 上海海欣集团股份有限公司 股东大会会议须知 为了维护上海海欣集团股份有限公司（以下简称公司）全体股东 合法权益，确保股东大会正常秩序和议事效率，保证大会顺利进行， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公 司股东会规则》以及《公司章程》等相关规定，特制定本次股东大会 会议须知： 一、为确认出席大会的股东或其代理人或其他出席者的出席资格， 会议工作人员将对出席会议者的身份进行必要的核对工作，请出席会 议者给予配合。 二、为保证股东大会的严肃性和正常秩序，切实维护与会股东（或 股东代理人）的合法权益，除出席会议的股东（或股东代理人）、公 司董事、监事、高级管理人员、见证律师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。 三、出席会议的股东（或股东代理人）须在会议召开前 30 分钟 到会议现场办理签到手续，并请按规定出示证券账户卡、身份证或法 人单位证明、授权委托书等能够证明其身份的有效证件或证明。经验 证后领取会议资料，方可参加会议。会议开始后，由会议主持人宣布 现场 ...

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 12, 2025, at 14:00 [1] - The meeting will take place at Haixin Group, 3rd Floor, No. 688, Changxing Road, Dongjing Town, Songjiang District, Shanghai [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - The online voting will be available on the day of the meeting from 9:15 to 15:00, with specific trading time slots for the voting platform [2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [3] - Duplicate voting through multiple accounts will be counted based on the first voting result for each class of shares [4] Attendance and Registration - Shareholders registered by the close of trading on August 1, 2025, for A shares and August 6, 2025, for B shares are eligible to attend [5] - Registration for the meeting will occur on August 7, 2025, from 9:00 to 16:00 at a specified location in Shanghai [5] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder [5] Additional Information - The company’s contact details and address are provided for further inquiries [5] - Shareholders are responsible for their own travel and accommodation expenses related to attending the meeting [5]

Core Points - The document outlines the working rules for independent directors of Shanghai Haixin Group Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [2][3][4] Group 1: General Provisions - The purpose of the rules is to improve the corporate governance structure and standardize the behavior of independent directors [2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act in the overall interest of the company [2][3] Group 2: Independence and Qualifications - The company must appoint an appropriate number of independent directors, with at least one being a professional accountant, and independent directors must constitute no less than one-third of the board [3][4] - Specific individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [5][6] Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [11] - The nomination process requires the consent of the candidates and a thorough review of their qualifications [12][13] - Cumulative voting is required when electing multiple independent directors, with separate counting for minority shareholders [8][11] Group 4: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They must attend board meetings in person or delegate their voting rights to other independent directors if unable to attend [20][21] - Independent directors have the right to hire external advisors for auditing or consulting on specific matters [18][19] Group 5: Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [34][35] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [36][37] - Independent directors must maintain detailed records of their activities and communications related to their responsibilities [16][18]

Core Points - The company aims to enhance management levels and establish a sound compensation management system based on principles of responsibility, authority, and benefits [1] - The compensation management system applies to directors and senior management personnel, including the president, vice presidents, financial officer, and board secretary [1][2] - Directors are categorized based on their work nature, and their compensation includes allowances paid semi-annually, with personal income tax withheld by the company [1][2] - The president, vice presidents, financial officer, and board secretary receive a salary composed of a basic salary and performance-based salary, with adjustments based on industry standards and inflation [2] - The board's compensation and assessment committee is responsible for setting assessment standards and evaluating senior management, with results reported to the board for approval [2] - The system will be implemented after approval by the shareholders' meeting and is subject to interpretation by the board [2]

上海海欣集团股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范上海海欣集团股份有限公司（以下简称"公司"）的关联交易， 保证关联交易的公平合理，维护公司和股东的利益，根据《中华人民共和国公司法》 《中华人民共和国证券法》《上海证券交易所股票上市规则》《上海证券交易所上市 公司自律监管指引第 5 号——交易与关联交易》等法律法规、规范性文件及《上海海 欣集团股份有限公司章程》（以下简称"《公司章程》"）的规定，结合公司实际情 况，制定本制度。 第二条 本制度所称关联交易是指公司及控股子公司与关联方发生的交易。 第三条 公司的关联交易应遵循以下基本原则： （一）诚实信用的原则； （四）公开、公平、公正的原则。 第四条 公司关联交易的决策管理、信息披露等事项，应当遵守本制度。 第二章 关联人和关联关系 1 （二）不损害公司及非关联股东合法权益的原则； （三）关联股东及董事回避的原则； 第五条 公司关联人包括关联法人和关联自然人。 第六条 具有下列情形之一的法人，为公司的关联法人： （一）直接或者间接控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司、控股子公 司 ...