关于横店集团得邦照明股份有限公司重大资产购买的 补充法律意见书 二〇二六年二月 北京市中伦律师事务所 | 第一部分 | 声明事项 2 | | --- | --- | | 第二部分 审核问询函回复 4 | | | 一、《审核问询函》问题一、关于定价公允性 4 | | | 二、《审核问询函》问题四、关于瑕疵资产 52 | | | 第三部分 补充协议所涉原法律意见书情况更新 59 | | | 一、本次交易的批准和授权 59 | | | 二、本次交易的相关协议 60 | | 北京市中伦律师事务所 关于横店集团得邦照明股份有限公司重大资产购买的 补充法律意见书 致：横店集团得邦照明股份有限公司 北京市中伦律师事务所（以下简称"本所"或"中伦"）接受横店集团得邦 照明股份有限公司（以下简称"得邦照明"或"收购人"）委托，作为得邦照明 收购浙江嘉利（丽水）工业股份有限公司（以下简称"嘉利股份"或"标的公司"） 相关事宜（以下简称"本次重组""本次交易"或"本次收购"）的专项法律顾 问，根据相关法律、行政法规及其他规范性文件的规定，就本次交易相关法律事 宜于 2026 年 1 月 12 日出具了《北京市中伦律师事务所关于横店 ...

信息披露的问询函》的专项意见 横店集团得邦照明股份有限公司（以下简称"得邦照明"或"公司"）于 2026 年 1 月 22 日收到上海证券交易所《关于对横店集团得邦照明股份有限公司重大 资产重组草案的信息披露的问询函》（上证公函【2026】0085 号）（以下简称"《问 询函》"）。按照《问询函》要求，作为公司的独立董事，我们根据《上市公司独 立董事管理办法》《上海证券交易所股票上市规则》等法律法规及《公司章程》 的相关规定，本着勤勉尽责的原则，与管理层认真讨论了《问询函》的内容，并 审核了相关资料，就《问询函》问题一的第（2）项问题发表意见： 一、《问询函》问题 "一、关于定价公允性。本次交易采用资产基础法与市场法对标的公司股东 的全部权益价值进行评估，并采用资产基础法评估结果作为评估结论。评估基准 日，嘉利股份全部权益价值为 140,051.98 万元，与嘉利股份合并报表口径的归属 于母公司股东权益账面价值 95,980.50 万元相比，评估增值 44,071.48 万元，增值 率为 45.92%。上市公司支付 65,375.10 万元现金向嘉利股份实控人及财务投资人 购买 6,091.71 万股老股，占 ...

收到《问询函》后，公司积极组织相关各方对《问询函》中的相关事项进行 逐项落实。截至本公告披露日，《问询函》的回复内容尚需进一步补充和完善。 为确保回复内容的真实、准确、完整，经向上海证券交易所申请，公司将延期回 复《问询函》，延期时间不超过 5 个交易日。由此给投资者带来的不便，敬请谅 解。 公司将继续积极推进相关工作，协调各方尽快完成《问询函》的回复工作并 及时履行信息披露义务。公司指定的信息披露媒体为《上海证券报》《证券时报》 及上海证券交易所网站（www.sse.com.cn），有关公司信息均以公司在上述指定 媒体披露信息为准，敬请广大投资者注意投资风险。 特此公告。 横店集团得邦照明股份有限公司 关于延期回复上海证券交易所《关于对横店集团得邦 照明股份有限公司重大资产重组草案的信息披露的 问询函》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。 横店集团得邦照明股份有限公司（以下简称"公司"）于 2026 年 1 月 22 日 收到上海证券交易所上市公司管理一部《关于对横店集团得邦照明股份有限公司 重大资产重组草 ...

Group 1 - The lighting equipment sector increased by 0.39% on February 3, with Minbao Optoelectronics leading the gains [1] - The Shanghai Composite Index closed at 4067.74, up 1.29%, while the Shenzhen Component Index closed at 14127.1, up 2.19% [1] - Minbao Optoelectronics saw a significant rise of 20.01%, closing at 64.78, with a trading volume of 5564.8 lots and a transaction value of 36.0488 million yuan [1] Group 2 - The lighting equipment sector experienced a net inflow of 61.6134 million yuan from main funds, while retail investors saw a net outflow of 95.1981 million yuan [2] - The trading data indicates that the main funds had a net inflow of 33.0361 million yuan into Lianyu Co., accounting for 13.75% of its trading volume [3] - Oupu Lighting experienced a decline of 5.20%, closing at 19.33, with a trading volume of 66,800 lots and a transaction value of 131 million yuan [2]

Core Viewpoint - The lighting equipment sector experienced a decline of 0.2% on February 2, with *ST Xingguang leading the drop. The Shanghai Composite Index closed at 4015.75, down 2.48%, while the Shenzhen Component Index closed at 13824.35, down 2.69% [1]. Group 1: Market Performance - The closing prices and percentage changes of key stocks in the lighting equipment sector are as follows: - Minbao Optoelectronics: 53.98, up 20.01% - Lianyu Co., Ltd.: 55.95, up 10.01% - Komatsu Co., Ltd.: 8.92, up 5.19% - OPPLE Lighting: 20.39, up 0.69% - Other stocks showed declines, with *ST Xingguang down 4.05% to 2.13 [1][2]. Group 2: Capital Flow - On the same day, the lighting equipment sector saw a net inflow of 6.692 million yuan from institutional investors, while retail investors contributed a net inflow of 18.248 million yuan. However, speculative funds experienced a net outflow of 24.9407 million yuan [2][3]. - The capital flow for specific stocks indicates: - Lianyu Co., Ltd.: 22.4838 million yuan net inflow from institutional investors - Minbao Optoelectronics: 14.3518 million yuan net inflow from institutional investors - Other stocks like *ST Xingguang and Hengtai Lighting experienced net outflows from both institutional and speculative investors [3].

Core Viewpoint - The lighting equipment sector experienced a decline of 1.27% on January 29, with Lida Xin leading the drop. The Shanghai Composite Index closed at 4157.98, up 0.16%, while the Shenzhen Component Index closed at 14300.08, down 0.3% [1]. Group 1: Market Performance - The lighting equipment sector's stocks showed mixed performance, with notable gainers including Xiaolan Co. (up 2.03% to 8.56) and Geli Er (up 1.29% to 20.39) [1]. - Lida Xin's stock price fell by 2.77% to 19.99, contributing to the sector's overall decline [2]. - The total trading volume for the lighting equipment sector was significant, with Xiaolan Co. achieving a trading volume of 217,400 shares and a transaction value of 190 million [1]. Group 2: Capital Flow - The lighting equipment sector saw a net outflow of 22.87 million from institutional investors and 12.78 million from retail investors, while retail investors had a net inflow of 35.65 million [2]. - Specific stocks like Xiaolan Co. and Sunshine Lighting experienced varying levels of net inflow and outflow, with Xiaolan Co. seeing a net inflow of 2.88 million from retail investors [3]. - The overall capital flow indicates a cautious sentiment among institutional and speculative investors, contrasting with retail investors' increased participation [2][3].

Market Overview - The lighting equipment sector increased by 0.04% on January 28, with Ocean King leading the gains [1] - The Shanghai Composite Index closed at 4151.24, up by 0.27%, while the Shenzhen Component Index closed at 14342.9, up by 0.09% [1] Stock Performance - Notable stock performances include: - Ocean King (002724) closed at 7.67, up by 10.04% with a trading volume of 384,700 shares and a turnover of 286 million yuan [1] - Opple Lighting (603515) closed at 19.98, up by 0.55% with a trading volume of 23,400 shares and a turnover of 46.45 million yuan [1] - Other stocks like Sunshine Lighting (600261) remained unchanged at 3.65, while companies like Qunshang Co. (002638) and Foshan Lighting (000541) saw declines of 1.92% and 1.09% respectively [1][2] Capital Flow - The lighting equipment sector experienced a net inflow of 18.43 million yuan from institutional investors, while retail investors saw a net outflow of 17.56 million yuan [2] - The capital flow for key stocks shows: - Ocean King had a net inflow of 69.14 million yuan from institutional investors, while retail investors had a net outflow of 52.64 million yuan [3] - Other stocks like Opple Lighting and Sunshine Lighting faced net outflows from both institutional and retail investors [3]

Market Overview - The lighting equipment sector experienced a decline of 0.69% on January 27, with Lida Xin leading the drop [1] - The Shanghai Composite Index closed at 4139.9, up 0.18%, while the Shenzhen Component Index closed at 14329.91, up 0.09% [1] Individual Stock Performance - OPPLE Lighting (603515) closed at 19.87, with an increase of 1.53% and a trading volume of 35,500 shares, totaling a transaction value of 69.83 million yuan [1] - Debang Lighting (603303) closed at 14.66, up 1.24%, with a trading volume of 32,300 shares and a transaction value of 46.73 million yuan [1] - Lida Xin (605365) closed at 20.77, down 3.44%, with a trading volume of 93,400 shares and a transaction value of 194 million yuan [2] - Sunshine Lighting (600261) closed at 3.65, down 2.14%, with a trading volume of 182,900 shares and a transaction value of 66.54 million yuan [2] Capital Flow Analysis - The lighting equipment sector saw a net outflow of 62.41 million yuan from institutional investors, while retail investors had a net inflow of 44.31 million yuan [2] - The overall capital flow indicates that retail investors are more active in the sector despite the institutional outflow [2] Detailed Capital Flow for Selected Stocks - OPPLE Lighting had a net inflow of 7.01 million yuan from institutional investors, while retail investors had a net outflow of 5.84 million yuan [3] - Debang Lighting experienced a net inflow of 2.21 million yuan from institutional investors, with retail investors seeing a net inflow of 1.23 million yuan [3] - Lida Xin had a net outflow of 1.01 million yuan from institutional investors, indicating a negative sentiment among larger investors [3]

Market Overview - The lighting equipment sector experienced a decline of 1.3% on January 23, with Lida Xin leading the drop [1] - The Shanghai Composite Index closed at 4136.16, up 0.33%, while the Shenzhen Component Index closed at 14439.66, up 0.79% [1] Individual Stock Performance - The following stocks in the lighting equipment sector showed notable performance: - Debang Lighting (603303) closed at 14.94, up 4.40% with a trading volume of 77,900 shares and a transaction value of 116 million [1] - Qingshang Co. (002638) closed at 3.25, up 1.56% with a trading volume of 439,900 shares and a transaction value of 14.3 million [1] - Foshan Lighting (000541) closed at 6.48, up 1.09% with a trading volume of 199,700 shares and a transaction value of 128 million [1] - Lida Xin (605365) closed at 21.91, down 9.95% with a trading volume of 231,600 shares and a transaction value of 514 million [2] Capital Flow Analysis - The lighting equipment sector saw a net outflow of 141 million from institutional investors, while retail investors experienced a net inflow of 92.35 million [2] - The following stocks had significant capital flow: - Foshan Lighting had a net inflow of 4.44 million from institutional investors, but a net outflow of 3.58 million from retail investors [3] - Debang Lighting had a net inflow of 3.72 million from institutional investors, with a significant net outflow of 14.17 million from retail investors [3] - Lida Xin experienced a net outflow of 4.81 million from institutional investors [3]

Core Viewpoint - The announcement by Debang Lighting regarding its proposed cash acquisition of 67.48% of Zhejiang Jiali Industrial Co., Ltd. has raised significant concerns from the Shanghai Stock Exchange, particularly regarding the fairness of the transaction's pricing and the financial health of the target company [1][2]. Group 1: Transaction Pricing Concerns - The Shanghai Stock Exchange is primarily focused on the fairness of the transaction's pricing, with Debang Lighting planning to acquire 44.72% of Jiali's shares for approximately 654 million yuan, which corresponds to a valuation of 1.462 billion yuan, significantly higher than the asset-based valuation of 1.401 billion yuan on the assessment date [1]. - The exchange has requested a detailed explanation from the company regarding the substantial difference between the proposed valuation and the public market trading prices, as well as the rationale for using the asset-based method instead of the market method for pricing [1]. Group 2: Financial Health of Target Company - Concerns have been raised regarding Jiali's substantial fixed assets and ongoing construction projects, totaling approximately 1.224 billion yuan, especially in light of declining revenue and gross margins, which have even led to losses [1]. - The exchange has asked the company to justify the necessity of new investments and the adequacy of asset impairment provisions, considering the company's capacity utilization and sales rates [1]. Group 3: Accounts Receivable and Inventory Issues - Jiali's high accounts receivable, exceeding 1 billion yuan, and inventory levels over 400 million yuan have also become focal points of inquiry [2]. - Despite an increase in the provisions for bad debts and inventory write-downs, the exchange has questioned whether the asset impairment provisions are sufficiently prudent, given the deteriorating profitability trend [2]. Group 4: Acquisition Justification - In light of Jiali's ongoing losses, the exchange has requested Debang Lighting to clarify the specific reasons for acquiring this unprofitable company [2]. - The company is also required to elaborate on its integration management and business synergy plans post-acquisition to demonstrate the commercial rationale behind the transaction [2].