2025 年第二次临时股东大会的法律意见书 康达股会字[2025]第 0225 号 到前套各位 A I AW FIRM 北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 网址/Website: www.kangdalawyers.com 电话/Tel.: 010-50867666 传真/Fax: 010-56916450 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 舒南 昆明 南昌 北京市康达律师事务所 关于横店集团得邦照明股份有限公司 致: 横店集团得邦照明股份有限公司 北京市康达律师事务所(以下简称"本所")接受横店集团得邦照明股份有限公司(以 下简称"公司"）的委托、指派本所律师参加公司 2025 年第二次临时股东大会（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 ...

证券代码：603303 证券简称：得邦照明 公告编号：2025-037 横店集团得邦照明股份有限公司 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 160 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 378,179,021 | | 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（%） | 80.8664 | 根据法律、法规、规章和规范性文件对上市公司回购股份事宜的相关规定， 上市公司回购专用账户中的股份不享有股东大会表决权，公司现有总股本 476,944,575 股，截至本次股东大会股权登记日，公司累计通过股票回购专用证 券账户以集中竞价交易方式回购公司股份 9,285,538 股，故公司表决权股份总数 为 467,659,037 股。 (一) 股东大会召开的时间：2025 年 9 月 3 日 (二) 股 ...

Market Overview - The lighting equipment sector experienced a decline of 0.91% on September 1, with DeBang Lighting leading the drop [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Individual Stock Performance - Qingshang Co. (002638) saw a significant increase of 4.62%, closing at 2.49, with a trading volume of 727,600 shares and a turnover of 182 million [1] - Other notable performers included Greer (831641) with a 1.89% increase, closing at 19.37, and Komatsu Co. (002723) with a 1.09% increase, closing at 9.29 [1] - DeBang Lighting (603303) experienced a decline of 3.64%, closing at 14.58, with a trading volume of 74,800 shares and a turnover of 109 million [2] Capital Flow Analysis - The lighting equipment sector saw a net outflow of 19.35 million from institutional investors, while retail investors experienced a net outflow of 7.07 million [2] - Conversely, speculative funds recorded a net inflow of 26.42 million [2] Detailed Capital Flow by Company - Minexplosion Optoelectronics (301362) had a net inflow of 19.91 million from institutional investors, while retail investors saw a net outflow of 17.49 million [3] - Yangguang Lighting (600261) recorded a net inflow of 7.76 million from institutional investors, with retail investors experiencing a net outflow of 14.16 million [3] - ST Xingguang (002076) faced a significant net outflow of 9.19 million from institutional investors, while speculative funds had a net inflow of 4.91 million [3]

Group 1: Mergers and Acquisitions Overview - During the period from August 22 to August 28, 2025, three listed companies announced new mergers and acquisitions, namely Debang Lighting, Dongzhu Ecology, and Nanxin Pharmaceutical, involving three M&A events across the home appliances, construction decoration, and pharmaceutical industries [1][9]. Group 2: Debang Lighting - Debang Lighting focuses on the research, production, and sales of lighting application products, covering general lighting and automotive lighting. In 2024, the company achieved a revenue of 4.431 billion yuan, with general lighting contributing the most at 3.785 billion yuan, although it saw a year-on-year decline of 6.35%. The automotive lighting segment generated 596 million yuan, down 4.43% year-on-year, while the lighting engineering construction business earned 114 million yuan, down 36.48% [2][9]. - The cost structure shows that material costs are significant, accounting for 86.64% and 79.48% in general and automotive lighting, respectively. The company enhances manufacturing levels through "efficiency + flexibility" production methods and employs information management systems like MES, SCM, and ERP to optimize supply chains and production processes [2][9]. - Debang Lighting plans to acquire at least 51% of Jiali Co., a well-known domestic automotive lighting manufacturer, through cash and capital increase [2][9]. Group 3: Dongzhu Ecology - Dongzhu Ecology is a comprehensive enterprise focused on ecological protection and environmental governance, with business areas including wetland protection, water environment governance, municipal landscape, and forest park management. In 2024, the company undertook several key projects, including ecological restoration and municipal infrastructure projects [3][10]. - The company plans to acquire a controlling stake in Kairuixing Technology (Nanjing) Co., Ltd. through a combination of issuing shares and cash payments, aiming to raise supporting funds. Kairuixing operates in satellite communication services and intelligent UAV manufacturing [3][10]. Group 4: Nanxin Pharmaceutical - Nanxin Pharmaceutical specializes in the research, production, and sales of antiviral and infectious disease prevention drugs, as well as treatments for major diseases like cardiovascular diseases and diabetes. The company has established a research and development system combining innovative and generic drugs [4][11]. - The company has launched the first domestic 1.1 class innovative drug for influenza, along with various oral medications, creating a product line that includes injection and oral administration routes. Nanxin Pharmaceutical signed an acquisition agreement to purchase a group of assets related to multiple trace element injection solutions for up to 480 million yuan [5][12]. - The assets include already marketed products and ongoing research projects, targeting the nutritional needs of children and adults [5][12].

Core Viewpoint - The acquisition of at least 51% of Zhejiang Jiali (Lishui) Industrial Co., Ltd. by Debang Lighting is aimed at strengthening the company's second growth curve, particularly in the automotive lighting sector, amidst declining financial performance [1][11]. Group 1: Acquisition Details - Debang Lighting plans to acquire Jiali Industrial through a combination of purchasing existing shares and capital increase, with a two-step process [4]. - The exclusivity period for the transaction is set until March 31, 2026, with a sincerity deposit of 6 million yuan that can be converted into the transaction price [4]. - Debang Lighting is a subsidiary of the Hengdian Group, holding a significant position in the general lighting sector, with major shareholders owning 74.92% of the company [4]. Group 2: Financial Performance - In 2024, Debang Lighting experienced its first simultaneous decline in both revenue and net profit in eight years, with revenue dropping from 4.697 billion yuan in 2023 to 4.431 billion yuan, and net profit decreasing from 376 million yuan to 347 million yuan [4]. - For the first half of 2025, the company reported a slight revenue increase of 0.40% to 2.152 billion yuan, while net profit fell by 19.66% to 143 million yuan [5]. - The net operating cash flow for the first half of 2025 plummeted by 99.15%, from 277 million yuan to 2.3642 million yuan [6]. Group 3: Target Company Overview - Jiali Industrial, a New Third Board listed company, specializes in the R&D and manufacturing of automotive lighting for passenger and commercial vehicles, with total assets of 3.576 billion yuan as of mid-2025 [8]. - In 2024, Jiali Industrial achieved revenue of 2.68 billion yuan and a net profit of 88 million yuan [9]. - The company has previously attempted to go public on the A-share market but shifted its focus to listing on the Beijing Stock Exchange after several setbacks [10]. Group 4: Market Context and Challenges - The demand for high-value automotive lighting products is increasing due to the rise of electric vehicles, with the value of lighting per vehicle increasing by 2-3 times compared to traditional fuel vehicles [12]. - Debang Lighting's expertise in LED optical technology combined with Jiali Industrial's experience in automotive-grade lighting could lead to competitive smart lighting products [12]. - However, differences in corporate culture and operational processes between the two companies may pose integration challenges post-acquisition [13]. - Jiali Industrial's revenue grew by 13.85% in the first half of 2025, reaching 1.32 billion yuan, but net profit declined by 14.63% to approximately 30.25 million yuan, indicating potential profit margin pressures due to industry competition [13].

Core Viewpoint - The acquisition of at least 51% of Zhejiang Jiali Industrial Co., Ltd. by Debang Lighting aims to strengthen the company's second growth curve, particularly in the automotive lighting sector, amidst declining financial performance [1][7]. Group 1: Acquisition Details - Debang Lighting plans to acquire Jiali Industrial through a combination of purchasing existing shares and capital increase, with a cash payment of 6 million yuan as earnest money [2]. - The acquisition is expected to be a significant asset restructuring, with a disclosure of the transaction plan or formal report within six months [1][2]. - The exclusivity period for the transaction is set until March 31, 2026, with a termination clause if not confirmed by December 31, 2025 [2]. Group 2: Financial Performance - In 2024, Debang Lighting experienced its first simultaneous decline in both revenue and net profit in eight years, with revenue dropping from 4.697 billion yuan in 2023 to 4.431 billion yuan, and net profit decreasing from 376 million yuan to 347 million yuan [2]. - For the first half of 2025, the company reported a slight revenue increase of 0.40% to 2.152 billion yuan, while net profit fell by 19.66% to 143 million yuan [2]. - The net cash flow from operating activities plummeted by 99.15%, from 277 million yuan in the previous year to 2.3642 million yuan [3]. Group 3: Target Company Overview - Jiali Industrial, a New Third Board listed company, specializes in the R&D and manufacturing of automotive lighting for passenger and commercial vehicles, with total assets of 3.576 billion yuan as of mid-2025 [4]. - In 2024, Jiali Industrial achieved revenue of 2.68 billion yuan and a net profit of 88 million yuan [4]. - The company has previously attempted to go public on the A-share market but shifted its focus to listing on the Beijing Stock Exchange after initially halting its IPO plans [5][6]. Group 4: Market Context and Challenges - The acquisition is positioned to capitalize on the growing demand for high-value automotive lighting products, driven by the increasing penetration of electric vehicles [7]. - Debang Lighting's expertise in LED optical technology combined with Jiali Industrial's experience in automotive-grade lighting could lead to competitive smart lighting products [7]. - However, cultural and operational differences between the two companies may pose integration challenges, and Jiali Industrial's profitability is under pressure due to price wars in the automotive supply chain [8].

Market Overview - The lighting equipment sector experienced a decline of 1.0% on August 29, with Debang Lighting leading the drop [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Individual Stock Performance - Notable performers in the lighting equipment sector included: - Minbao Optoelectronics (301362) with a closing price of 52.08, up 2.62% and a trading volume of 54,500 shares [1] - Sanxiong Aurora (300625) closed at 12.32, up 1.07% with a trading volume of 31,500 shares [1] - Sunshine Lighting (600261) closed at 3.47, up 0.87% with a trading volume of 238,200 shares [1] - Debang Lighting (603303) saw a significant decline of 4.84%, closing at 15.13 with a trading volume of 85,700 shares [2] Capital Flow Analysis - The lighting equipment sector saw a net inflow of main funds amounting to 50.69 million yuan, while retail investors experienced a net outflow of 60.80 million yuan [2] - The capital flow for individual stocks showed: - Minbao Optoelectronics had a main fund net outflow of 47.77 million yuan [3] - Sunshine Lighting recorded a main fund net inflow of 14.18 million yuan [3] - Debang Lighting had a main fund net outflow of 13.05 million yuan [3]

Group 1 - The core point of the news is that Debang Lighting's stock price dropped by 5.03% to 15.10 CNY per share, with a trading volume of 62.85 million CNY and a turnover rate of 0.86%, resulting in a total market capitalization of 7.202 billion CNY [1] - Debang Lighting, established on December 30, 1996, and listed on March 30, 2017, is primarily engaged in the research, production, and sales of general lighting and automotive components. The revenue composition is as follows: general lighting 82.84%, automotive lighting 13.45%, lighting engineering construction 2.57%, and others 0.73% [1] Group 2 - From the perspective of major circulating shareholders, Huaxia Fund's Huaxia Industry Prosperity Mixed Fund (003567) reduced its holdings by 2.4% to 11.4637 million shares, resulting in an estimated floating loss of approximately 9.1709 million CNY [2] - The Huaxia Industry Prosperity Mixed Fund, established on February 4, 2017, has a latest scale of 7.261 billion CNY, with a year-to-date return of 42.73% and a one-year return of 89.39% [2] Group 3 - The fund manager of Huaxia Industry Prosperity Mixed Fund is Zhong Shuai, who has been in the position for 5 years and 34 days, with a total asset scale of 8.253 billion CNY and a best fund return of 156.07% during his tenure [3] Group 4 - The Huaxia Industry Prosperity Mixed Fund holds Debang Lighting as its tenth largest heavy stock, with a net value proportion of 1.91% after reducing its holdings by 249.85 million shares [4]

Market Performance - The lighting equipment sector increased by 1.23% on August 28, with Debang Lighting leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Individual Stock Performance - Debang Lighting (603303) closed at 15.90, up 6.07% with a trading volume of 174,200 shares and a turnover of 272 million yuan [1] - Lida Xin (605365) closed at 16.07, up 4.01% with a trading volume of 60,900 shares [1] - Ocean King (002724) closed at 8.22, up 2.37% with a trading volume of 191,200 shares [1] - Min Explosive Optoelectronics (301362) closed at 50.75, up 2.34% with a trading volume of 49,300 shares [1] - Other notable stocks include Qingshang Co. (002638) up 1.26% and Foshan Lighting (000541) up 1.03% [1] Capital Flow Analysis - The lighting equipment sector experienced a net outflow of 66.52 million yuan from institutional investors, while retail investors saw a net inflow of 43.62 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors increased their positions [2] Detailed Capital Flow for Selected Stocks - Min Explosive Optoelectronics (301362) had a net inflow of 13.18 million yuan from institutional investors, but a net outflow of 22.15 million yuan from retail investors [3] - Lida Xin (605365) saw a net inflow of 1.83 million yuan from institutional investors, while retail investors had a net outflow of 5.72 million yuan [3] - Ocean King (002724) experienced a net outflow of 9.54 million yuan from institutional investors, with retail investors contributing a net inflow of 16.69 million yuan [3]

Group 1 - Nvidia's latest financial report shows revenue of $46.7 billion for Q2 2026, up from $30.04 billion year-on-year, exceeding market expectations of $46.058 billion [10] - Data center revenue was $41.1 billion, slightly below the expected $41.3 billion, while net profit reached $26.422 billion, surpassing the forecast of $23.465 billion [10] - Nvidia anticipates Q3 revenue to be around $54 billion, with a fluctuation of 2%, higher than the market expectation of $53.46 billion [10] Group 2 - Meituan reported Q2 revenue of 91.8 billion yuan, reflecting a year-on-year growth of 11.7% [11] - Cambridge Technology's major shareholder reduced their stake by 1.8 million shares through block trading [12] - Jack Shares plans to change its stock name to "Jack Technology" and is expected to launch a high-end AI sewing machine in the second half of the year [13] Group 3 - The Ministry of Commerce announced upcoming policies to promote service exports and expand service consumption [8] - The State Council's recent documents on "Artificial Intelligence+" are expected to positively impact AI application development and enhance foundational support [23] - The Ministry of Industry and Information Technology issued guidelines to optimize business access and promote the satellite communication industry, aiming for over 10 million satellite communication users by 2030 [5][6]