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 证券代码：603216 证券简称：梦天家居 公告编号：2025-048 梦天家居集团股份有限公司 2025年第二次临时股东会决议公告 2、董事会秘书管军先生出席了本次会议；公司高级管理人员列席了本次会议。 二、 议案审议情况 (一)非累积投票议案 (一)股东会召开的时间：2025 年 11 月 14 日 (二)股东会召开的地点：浙江省嘉兴市嘉善县长江路 88 号梦天家居会议室 (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 | 110 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 167,165,907 | | 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 | | | 份总数的比例（%） | 75.0666 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事 ...

北京德恒（杭州）律师事务所 关于梦天家居集团股份有限公司 2025 年第二次临时股东会的 法律意见 杭州市上城区新业路 200 号华峰国际商务大厦 10-11 楼 邮编：310020 电话：(+86)0571-86508080 传真：(+86)0571-87357755 北京德恒（杭州）律师事务所 关于梦天家居集团股份有限公司 2025年第二次临时股东会的法律意见 本法律意见根据《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》"）等法律、法规和规范性文件以及《梦天家 居集团股份有限公司章程》（以下简称"《公司章程》"）的有关规定而出具。 为出具本法律意见，本所律师审查了本次股东会的有关文件和材料。本所律 师得到公司如下保证，即其已提供了本所律师认为作为出具本法律意见所必需的 材料，所提供的原始材料、副本、复印件等材料、口头证言均符合真实、准确、 完整的要求，有关副本、复印件等材料与原始材料一致。 在本法律意见中，本所律师仅对本次股东会的召集、召开程序、出席会议人 员资格、召集人资格及会议表决程序、表决结 ...

Core Viewpoint - Mengtian Home Group is planning two significant actions: acquiring a chip company and a change in control, with both disclosed in the same announcement, raising questions about the company's strategic direction [2][4]. Group 1: Acquisition Plans - Mengtian Home is preparing to acquire control of Shanghai Chuantou Microelectronics Co., Ltd. through a combination of issuing shares and cash payments, with the valuation of Chuantou Micro not yet finalized [2][3]. - Chuantou Micro, established in 2016, specializes in integrated circuit design and high-end analog chip development, with applications in various industries including industrial control and automotive electronics [3]. - This is not Mengtian Home's first venture into the chip industry, as it previously invested 70 million yuan in Chongqing Lingxin Microelectronics, becoming its second-largest shareholder [3]. Group 2: Control Change - The company's actual controller, Yu Jingyuan, is planning to transfer control, which is stated to be independent of the acquisition plans [4][6]. - Mengtian Home primarily engages in the design, production, and sales of customized wooden furniture, including doors and panels, and has not previously indicated intentions to shift its core business focus [4][5]. Group 3: Industry Context - The home furnishing industry is facing challenges due to a downturn in real estate and consumer spending, leading to revenue declines among major competitors [4][7]. - In contrast, Mengtian Home's performance has been relatively stable, with a revenue of 773 million yuan in the first three quarters of the year, down 2.93%, while net profit increased by 37.60% to 56.3 million yuan [5]. - The competitive landscape in the customized home furnishing sector is intensifying, with traditional furniture manufacturers increasingly entering the market, leading to a shift from price competition to a more complex competitive environment [7].

证券代码：603216 证券简称：梦天家居 公告编号：2025-047 梦天家居集团股份有限公司 关于筹划发行股份及支付现金购买资产事项及实控人筹划 控制权变更的停牌进展公告 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。 梦天家居集团股份有限公司（以下简称"公司"）正在筹划通过发行股份及 支付现金的方式收购上海川土微电子股份有限公司控制权，并募集配套资金（以 下简称"本次交易"）。同时，公司收到实控人余静渊的通知，实控人正在筹划 控制权转让事项，与上述发行股份及支付现金购买资产事项不互为前提。 根据上海证券交易所的相关规定，经公司申请，公司股票（证券简称：梦天 家居，证券代码：603216）自 2025 年 11 月 6 日（星期四）开市起停牌，预计停 牌时间不超过 10 个交易日，具体内容详见公司于 2025 年 11 月 6 日披露于上海 证券交易所网站（www.sse.com.cn）的《梦天家居关于发行股份及支付现金购买 资产事项及实控人筹划控制权变更的停牌公告》（公告编号：2025-045）。 截至本公告披露日，公司 ...

梦天家居集团股份有限公司 关于使用闲置募集资金进行现金管理部分产品到期 证券代码：603216 证券简称：梦天家居 公告编号：2025-046 赎回并继续进行现金管理的公告 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： 梦天家居集团股份有限公司（以下简称"公司"）于 2025 年 1 月 20 日召开 第三届董事会第二次会议和第三届监事会第二次会议，审议通过了《关于继续使 用部分闲置募集资金进行现金管理的议案》，同意公司及子公司使用不超过 43,000.00 万元（含本数）的闲置募集资金进行现金管理，上述资金额度自董事 会审议通过之日起 12 个月内可以滚动使用。公司监事会发表了明确的同意意见， 民生证券股份有限公司（以下简称"保荐机构"）对本事项出具了明确的核查意见。 具 体 内 容 详 见 公 司 于 2025 年 1 月 22 日 披 露 于 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）的《梦天家居关于继续使用部分闲置募集资金进行现金管理 的公告》（公告编号：2025-004）。 ...

Core Viewpoint - The company MengTian Home is pursuing a significant strategic shift by planning to acquire control of ChuanTu Microelectronics, a high-end analog chip manufacturer, while also considering a change in its actual controller. This move is seen as a critical step towards transforming into the high-tech industry amid challenges in its core furniture business [1][9]. Group 1: Acquisition and Strategic Shift - MengTian Home intends to acquire ChuanTu Microelectronics through a combination of share issuance and cash payment, which is expected to constitute a major asset restructuring [1]. - The acquisition is part of MengTian Home's broader strategy to diversify into the technology sector, following a previous investment in Chongqing Lingxin Microelectronics [9]. Group 2: ChuanTu Microelectronics Overview - ChuanTu Microelectronics, established in May 2016, specializes in the research, design, and sales of high-end analog chips and has been recognized as a national-level "Little Giant" enterprise [3]. - The company offers a range of core products across three main series, including isolation and interface, driver and power, and high-performance analog series, serving over 5,000 clients, including notable companies like BYD and GoodWe [4]. Group 3: Technical Strength and Market Position - ChuanTu Microelectronics has a strong focus on technology R&D, holding 123 patents, and has established significant technical barriers, particularly in automotive-grade products with certifications such as AEC-Q100 and ISO 26262:2018 [5]. - The company has achieved an annual shipment of over 10 million automotive chips, covering all scenarios in new energy vehicles, and is recognized as a top 10 player in the analog chip sector in China [6]. Group 4: Future Development Plans - ChuanTu Microelectronics has a clear development trajectory, having launched its first isolator product in 2018 and secured strategic investments from BYD and SAIC Group in 2023 [8]. - The company aims to increase R&D investment in automotive chips and deepen collaboration with industrial capital, focusing on core areas such as industrial automation and new energy, with a vision of "Creating Excellent Chinese Chips" [8].

Core Viewpoint - The company, Dream Tian Home, is undergoing significant changes, including a planned transfer of control by its founder and a strategic move into the semiconductor industry through the acquisition of Chuan Tu Microelectronics [1][2][3] Group 1: Control Change - The founder and actual controller, Yu Jingyuan, is planning to relinquish control of Dream Tian Home, which has been listed for nearly four years [1][2] - The company has announced that its stock will be suspended from trading starting November 6 due to the planned acquisition and control change [2] - The major shareholders include Zhejiang Dream Tian Holdings Co., Ltd. and Jiaxing Mengjia Investment Management Partnership, with Yu Jingyuan holding a significant portion of the shares [3] Group 2: Cross-Industry Acquisition - Dream Tian Home is planning to acquire control of Chuan Tu Microelectronics through a combination of issuing shares and cash payments, which is expected to constitute a major asset restructuring [2][4] - Chuan Tu Microelectronics specializes in high-end analog chip design and sales, indicating Dream Tian Home's strategic shift towards the semiconductor sector [2][4] - The acquisition aligns with the growing demand for high-end analog chips in emerging industries such as 5G, new energy vehicles, and the Internet of Things [2] Group 3: Financial Performance - Dream Tian Home has experienced a decline in revenue over the past few years, with reported revenues of approximately 1.389 billion, 1.317 billion, and 1.117 billion yuan for 2022, 2023, and 2024 respectively [5] - The net profit has also decreased, with figures of about 220 million, 95.73 million, and 61.26 million yuan for the same years [5] - In the first three quarters of 2025, the company reported revenue of approximately 773 million yuan, a year-on-year decrease of 2.93%, but net profit increased by 37.6% to about 56.30 million yuan [6]

Core Viewpoint - The company MengTian Home Group is planning to acquire control of ChuanTu Microelectronics through a share issuance and cash payment, marking a cross-industry asset restructuring [2][4]. Group 1: Acquisition Details - MengTian Home has announced plans to acquire ChuanTu Microelectronics, with the transaction involving both share issuance and cash payments [2]. - The controlling party for the acquisition is tentatively identified as the team led by Chen Dongpo, although the final list of parties involved is not yet confirmed [4]. - The controlling shareholder, Yu Jingyuan, is also planning a control transfer, but the acquisition and control transfer are stated to be independent of each other [4]. Group 2: Company Background - MengTian Home specializes in the design, research, production, and sales of customized wooden furniture, including doors, wall panels, and cabinets, and was listed on the Shanghai Stock Exchange in December 2021 [4]. - ChuanTu Microelectronics focuses on the research, design, and sales of high-end analog chips, making this acquisition a significant cross-industry move [4]. Group 3: Financial Performance - For the first three quarters, MengTian Home reported a revenue of 773 million yuan, a year-on-year decrease of 2.93%, while net profit reached 56.3 million yuan, an increase of 37.60% [4]. - In Q3, the company achieved a revenue of 289 million yuan, down 4.13% year-on-year, with a net profit of 21.1 million yuan, up 31.22% year-on-year [4]. Group 4: Previous Investments - Earlier in the year, MengTian Home also invested in other chip assets, indicating a strategic focus on the semiconductor industry [5]. - In March 2025, MengTian Home signed an agreement to invest 70 million yuan in Chongqing Lingxin Microelectronics, becoming the second-largest shareholder with a 34.9999% stake [7]. Group 5: ChuanTu Microelectronics Overview - ChuanTu Microelectronics was established in 2016 and has undergone several funding rounds, including Pre-A, A, B, and C rounds, with significant investments from companies like BYD and SAIC in 2023 [7]. - The company has been preparing for an IPO, having completed a share reform in July 2025 [7]. - Although ChuanTu Microelectronics has not disclosed its financial performance, it previously reported a revenue increase of 251% and a net profit increase of 641% in the first half of 2022 [9]. Group 6: Market Position - As of November 5, the stock price of MengTian Home was 15.7 yuan per share, with a total market capitalization of approximately 3.496 billion yuan [11].

Core Viewpoint - Mengtian Home Group Co., Ltd. is planning to acquire control of ChuanTu Microelectronics Co., Ltd. through a share issuance and cash payment, marking a cross-industry asset restructuring [1][2]. Group 1: Acquisition Details - The acquisition involves a preliminary agreement with the controlling team of Chen Dongpo and other interested shareholders, although the final list of transaction parties is not yet confirmed [2]. - The controlling shareholder, Yu Jingyuan, is also planning a control transfer, with Yu and Fan Xiaozhen holding a combined 55.91% of Mengtian Home's shares [2]. - The acquisition and control transfer are stated to be independent of each other, meaning one does not depend on the other [2]. Group 2: Business Overview - Mengtian Home specializes in the design, research and development, production, and sales of customized wooden furniture, including wooden doors, wall panels, and cabinets, and was listed on the Shanghai Stock Exchange in December 2021 [2]. - ChuanTu Microelectronics focuses on the research, design, and sales of high-end analog chips, making this acquisition a significant cross-industry move [2]. Group 3: Financial Performance - For the first three quarters, Mengtian Home reported revenue of 773 million yuan, a year-on-year decrease of 2.93%, while net profit was 56.3 million yuan, an increase of 37.60% [4]. - In Q3 alone, the company achieved revenue of 289 million yuan, down 4.13% year-on-year, but the net profit attributable to shareholders rose by 31.22% to 21.1 million yuan [4]. Group 4: Previous Investments - Earlier in the year, Mengtian Home also invested in other chip assets, indicating a strategic focus on the semiconductor industry [5]. - In March 2025, Mengtian Home signed an agreement to invest 70 million yuan in Chongqing Lingxin Microelectronics Co., Ltd., acquiring a 34.9999% stake [6]. Group 5: ChuanTu Microelectronics Background - ChuanTu Microelectronics was established in 2016 and has undergone several funding rounds, including Pre-A, A, B, and C rounds, with significant investments from companies like BYD and SAIC in 2023 [7]. - The company has been preparing for an IPO, having completed a share reform in July 2025, which is seen as a crucial step towards going public [7]. Group 6: Performance Indicators - Although ChuanTu Microelectronics has not disclosed its financial performance, it previously reported a significant increase in revenue and net profit, with 2022 H1 revenue growing by 251% and net profit by 641% [9].

Core Viewpoint - The capital market is experiencing a resurgence of cross-industry ventures, particularly in the semiconductor sector, with various companies entering the field, including those from unrelated industries like home decor and food products [2] Group 1: Company Strategy - Dream Home (603216.SH), a leading wooden door manufacturer, is planning to acquire control of Shanghai ChuanTu Microelectronics Co., Ltd. (ChuanTu Micro), a prominent chip company favored by major automotive firms [2][3] - This acquisition is part of Dream Home's broader strategy to transition from traditional home furnishings to the semiconductor industry, marking a significant shift in its business model [3][6] - The company previously invested 70 million in Chongqing Lingxin Microelectronics Co., Ltd., becoming its second-largest shareholder, indicating a gradual move into the semiconductor space [3][5] Group 2: Financial and Operational Context - ChuanTu Micro, established in 2016, has completed nine rounds of financing and has attracted investments from major automotive companies, positioning it as a star in the semiconductor market [4][5] - Dream Home's decision to pursue ChuanTu Micro's control comes amid a backdrop of declining performance, with the company facing challenges in its core business and experiencing a drop in revenue and net profit since its IPO [6][8] - The company has postponed several key investment projects, with completion dates pushed to 2026, reflecting operational difficulties and a need for strategic realignment [7][8] Group 3: Market Implications - The simultaneous announcement of the acquisition and the potential change in control of Dream Home's actual controller raises questions about the stability and future direction of the company [6][8] - The trend of traditional companies entering the semiconductor industry highlights a broader market phenomenon, where firms seek to leverage the booming semiconductor sector as a potential solution to their operational challenges [8]