上海君澜律师事务所 关于 上海君澜律师事务所 青岛海容商用冷链股份有限公司 调整 2025 年限制性股票激励计划 相关事项 之 法律意见书 二〇二五年十二月 上海君澜律师事务所 法律意见书 关于青岛海容商用冷链股份有限公司 调整 2025 年限制性股票激励计划相关事项之 法律意见书 致：青岛海容商用冷链股份有限公司 上海君澜律师事务所（以下简称"本所"）接受青岛海容商用冷链股份有 限公司（以下简称"公司"或"海容冷链"）的委托，根据《上市公司股权激 励管理办法》（以下简称"《管理办法》"）及《青岛海容商用冷链股份有限 公司 2025 年限制性股票激励计划》（以下简称"《激励计划》"或"本次激励 计划"）的规定，就海容冷链调整本次激励计划回购价格（以下简称"本次调 整"）出具本法律意见书。 对本法律意见书，本所律师声明如下： （一）本所律师依据《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、 ...

Core Viewpoint - The company plans to distribute cash dividends of 3 yuan per 10 shares (including tax) before the third quarter of 2025, based on the total share capital registered on the dividend distribution date [1] Group 1: Dividend Distribution - The total share capital of the company is 386,416,107 shares, and the proposed cash dividend distribution amounts to 116 million yuan (including tax), which represents 38.57% of the net profit attributable to shareholders in the consolidated financial report for the third quarter of 2025 [1] - The company will maintain the per-share distribution ratio even if the total share capital changes, adjusting the total distribution amount accordingly [1] - The proposal is subject to approval at the first extraordinary general meeting of shareholders in 2026 [1]

Group 1 - The article discusses the performance of the CSPSADRP index, highlighting the top 20 stocks based on their annual growth and dividend yield [6][7] - Nanshan Aluminum (600219.SH) leads with a daily increase of 4.15% and an annual growth of 40.35%, along with a dividend yield of 8.09% [6] - Other notable performers include Hailong Cold Chain (603187.SH) with a 3.52% daily increase and 48.40% annual growth, and Luri Co. (002083.SZ) with a remarkable 132.32% annual growth despite a lower dividend yield of 1.34% [6] Group 2 - The overall dividend yield for the index is reported at 4.85%, with a price-to-book ratio of 1.32 times [7] - Historical price-to-earnings ratio stands at 11.57 times, while the expected price-to-earnings ratio is 10.67 times, indicating potential valuation insights for investors [7]

Core Viewpoint - The article highlights the top-performing stocks in the S&P China A-Share Dividend Opportunity Index, showcasing significant price increases and dividend yields as of December 22, 2025. Group 1: Top Gainers - The top stock, 常宝股份 (Changbao Co., Ltd.), experienced a daily increase of 3.98% and a year-to-date increase of 65.00%, with a dividend yield of 2.71% over the past 12 months [1][9]. - 云天化 (Yuntianhua Co., Ltd.) ranked second with a daily increase of 2.88% and a year-to-date increase of 47.30%, offering a dividend yield of 5.36% [1][9]. - 中远海能 (COSCO Shipping Energy Transportation Co., Ltd.) saw a daily increase of 2.84% and a year-to-date increase of 5.08%, with a dividend yield of 1.58% [1][9]. Group 2: Dividend Yields and Performance - The index's average dividend yield is reported at 4.85%, with a historical price-to-earnings ratio of 11.57 times and a price-to-book ratio of 1.32 times [3]. - The stocks listed in the index are subject to a weight limit of 3% per stock and a maximum of 33% per GICS industry, ensuring diversified exposure [4]. Group 3: Additional Notable Stocks - Other notable performers include 天山铝业 (Tianshan Aluminum Co., Ltd.) with a year-to-date increase of 90.30% and a dividend yield of 2.78% [1][9]. - 南山铝业 (Nanshan Aluminum Co., Ltd.) achieved a year-to-date increase of 34.76% and a high dividend yield of 8.15% [1][9]. - 农业银行 (Agricultural Bank of China) reported a year-to-date increase of 50.87% with a dividend yield of 4.79% [1][9].

Group 1 - The unmanned retail concept declined by 0.60%, ranking among the top declines in the concept sector, with notable declines from companies like Zhilai Technology, Aokema, and Hongqi Chain [1] - Among the unmanned retail sector, 10 stocks experienced price increases, with Kela Software, Zhongya Co., and Hairong Cold Chain leading the gains at 5.75%, 4.10%, and 2.26% respectively [1] - The unmanned retail sector saw a net outflow of 185 million yuan from main funds today, with 17 stocks experiencing net outflows, and 9 stocks seeing outflows exceeding 10 million yuan [2] Group 2 - Zhili Technology had the highest net outflow of main funds at 69.88 million yuan, followed by Hongqi Chain, Gongxiao Daji, and Tianhong Co. with net outflows of 50.55 million yuan, 39.71 million yuan, and 29.14 million yuan respectively [2] - The stocks with the highest net inflows included Kela Software, Yiyuan Communication, and Zhongya Co., with net inflows of 58.68 million yuan, 33.80 million yuan, and 11.35 million yuan respectively [2] - The trading volume for Zhili Technology was 28.20%, with a price drop of 7.97%, indicating significant trading activity despite the decline [3]

Investment Rating - The industry investment rating is "Overweight" [5] Core Insights - The home appliance industry is experiencing pressure in both domestic and international sales, with iRobot announcing bankruptcy restructuring, which will be acquired by Chinese manufacturer Shanjun Robotics [2][5] - In November, the retail sales of home appliances and audio-visual equipment reached 100 billion yuan, a year-on-year decline of 19.4%, while the cumulative annual sales reached 1,074.9 billion yuan, with a year-on-year increase of 14.8% [5] - The production and sales data for home air conditioners in November showed a production of 10.577 million units, a year-on-year decrease of 36.7%, and sales of 10.492 million units, a year-on-year decrease of 31.8% [5] Summary by Sections Investment Recommendations - Key drivers for investment include overseas expansion and smart home technology, recommending leading companies in the robotic vacuum sector: Roborock (21.1X 2025 PE) and Ecovacs (21.5X) [5] - Companies with stable performance and upward potential include Ninebot (20.6X), Anfu Technology (41.7X), Hailong Cold Chain (14.6X), and Beiding Co. (30.4X) [5] - For companies with robust operations and high dividends, recommendations include TCL Electronics (12.2X), Hisense Visual (12.9X), Midea Group (13.5X), and Haier Smart Home (12.2X) [5] - Companies diversifying into new sectors include Rongtai Health (18.7X) and Wanlong Magnetic Plastic (18.9X) [5] Market Performance - The retail sales growth rate further narrowed in November, with the total retail sales of consumer goods reaching 43,898 billion yuan, a year-on-year increase of 1.3% [5] - The domestic market faces pressure from the decline in national subsidies and high base effects, while the export market is constrained by high base effects and inventory reduction in some overseas markets [5] Company Developments - iRobot has announced its bankruptcy and will be acquired by Shanjun Robotics, with the restructuring process expected to be completed by February 2026 [5] - The founder of Chasing Technology, Yu Hao, plans to acquire 54.90% of Jiamei Packaging, with a total transaction value of approximately 2.282 billion yuan [5]

Group 1 - The core viewpoint of the article is that Hairong Cold Chain (603187) emphasizes its commitment to a global market strategy, with Europe being a significant export direction [1] - The company has been exporting products to EU countries for many years [1]

Market Overview - The Qingdao 50 Index (989011) closed at 2403.06 points, down 0.23%, with a trading volume of 7.642 billion yuan and a turnover rate of 1.34% [1] - Among the constituent stocks, 21 companies saw an increase, with Guanzhong Ecology leading at a 4.98% rise, while 20 companies experienced declines, with Hairong Cold Chain leading at a 2.77% drop [1] Top Constituents - The top ten constituents of the Qingdao 50 Index include: - Haier Smart Home (sh600690) with a market cap of 254.83 billion yuan, down 1.34% - Hisense Visual (sh600060) with a market cap of 332.25 billion yuan, down 1.66% - Qindao Food (sz001219) with a market cap of 28.60 billion yuan, down 1.74% [1] Capital Flow - The net outflow of main funds from the Qingdao 50 Index constituents totaled 301 million yuan, while retail investors saw a net inflow of 202 million yuan [1] - The detailed capital flow for selected stocks shows: - Haier Smart Home had a net inflow of 10.97 million yuan from main funds but a net outflow of 17.49 million yuan from retail investors [2] - Huaren Pharmaceutical saw a net inflow of 12.24 million yuan from main funds, with a net outflow of 14.49 million yuan from speculative funds [2]

Group 1 - The core viewpoint of the article highlights the performance and trends in the Chinese packaging machinery industry, particularly focusing on production statistics and future projections [1] - According to the National Bureau of Statistics, the production of packaging special equipment in China was 186,000 units in September 2025, representing a year-on-year decrease of 1.1% [1] - Cumulatively, from January to September 2025, the total production of packaging special equipment reached 1.379 million units, showing a cumulative growth of 26% [1] Group 2 - The article references a report by Zhiyan Consulting titled "Analysis Report on the Operation Status and Development Trends of China's Packaging Machinery Industry from 2025 to 2031" [1] - Zhiyan Consulting is recognized as a leading industry consulting firm in China, providing comprehensive industry research reports, business plans, feasibility studies, and customized services [1] - The firm emphasizes its commitment to delivering high-quality services and market insights to empower investment decisions in the packaging machinery sector [1]

Core Viewpoint - Chinese cold chain appliance companies are intensifying investments in Indonesia, establishing production bases to tap into the Southeast Asian market, driven by favorable market conditions and strategic positioning [1][4]. Group 1: Company Investments - Qingdao Hairong Commercial Cold Chain Co., Ltd. has opened its first overseas production base in Indonesia with a total investment of 467 million RMB, covering over 70,000 square meters [1]. - Haier Smart Home has laid the foundation for its Indonesian refrigerator base, planning an annual production capacity of 1 million units, focusing on customized products for local families and commercial storage [2]. - Aucma has initiated a phased construction approach for its Indonesian smart manufacturing plant, with a planned annual capacity of 500,000 refrigerators, aiming for comprehensive coverage of household and commercial cold chain needs [3]. Group 2: Market Insights - Indonesia's dense population and high temperatures create strong demand for cold chain equipment, with a projected annual market growth rate exceeding 15% [6]. - The cold chain infrastructure in Southeast Asia is still developing, with commercial cold chain penetration below 30%, indicating significant market opportunities for companies [6]. - Localized production strategies are being employed by companies to enhance service response times and reduce delivery cycles by over 30% [2]. Group 3: Strategic Considerations - The shift from "product export" to "industry and brand export" marks a critical transition for Chinese home appliance companies, with a focus on local market integration [5]. - Companies are leveraging Indonesia's favorable investment policies and political stability to mitigate international trade risks and enhance supply chain resilience [4][5]. - The establishment of manufacturing bases in Indonesia is seen as a strategic move to transform the country from a cold chain product importer to a manufacturing hub [3]. Group 4: Competitive Landscape - As Chinese cold chain appliance companies expand their capacities, they face increasing competition from international brands like Samsung and LG, necessitating continuous innovation and localized operations to maintain market share [7].