S8 Vin Chena Road Middle 上海市通力律师事务所关于欧普照明股份有限公司 2024 年年度股东大会的法律意见书 致:欧普照明股份有限公司 上海市通力律师事务所(以下简称"本所")接受欧普照明股份有限公司(以下简称"公 司")的委托,指派本所夏青律师、韩宇律师(以下简称"本所律师")根据《中华人民共和国 公司法》《中华人民共和国证券法》等法律、法规和规范性文件(以下统称"法律法规")及 《欧普照明股份有限公司章程》(以下简称"公司章程")的规定就公司 2024年年度股东大 会(以下简称"本次股东大会")相关事宜出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了 核查、验证。在进行核查验证过程中,公司已向本所保证,公司提供予本所之文件中的所有 签署、盖章及印章都是真实的,所有作为正本提交给本所的文件都是真实、准确、完整和有 效的,且文件材料为副本或复印件的,其与原件一致和相符。 在本法律意见书中,本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见,并 不对本次股东大会 ...

Investment Rating - The report assigns an "Accumulate" rating to the company with a target price of 20.48 CNY [5][11]. Core Views - The company, as a leading player in the lighting industry, is expected to continue consolidating its market share due to its scale, technology, and brand advantages. High dividends are anticipated to provide ongoing returns to shareholders, supporting the recommendation to increase holdings [2][11]. Financial Summary - The company's projected revenues for 2024 are 7,096 million CNY, reflecting a year-on-year decrease of 9.0%. Net profit attributable to the parent company is expected to be 903 million CNY, down 2.3% year-on-year. The earnings per share (EPS) for 2025 is forecasted at 1.28 CNY, with a growth of 6% compared to the previous year [4][11]. - The company plans to distribute a cash dividend of 9 CNY per 10 shares for 2024, totaling 666 million CNY, which corresponds to a dividend payout ratio of 73.8% and a dividend yield of 5.02% [11]. Revenue Breakdown - In 2024, revenue from lighting application products and others is expected to be 7,033 million CNY, down 8.59% year-on-year. The gross margin for these products is projected at 39.08%, a decrease of 1.03 percentage points [11]. - Domestic revenue is anticipated to be 6,362 million CNY, down 8.57%, while international revenue is expected to be 671 million CNY, down 8.75% [11]. Profitability and Cost Structure - The company's gross margin for 2024 is projected at 39.29%, a decrease of 1.04 percentage points year-on-year. The net profit margin is expected to be 12.72%, an increase of 0.87 percentage points [11]. - The report details the expense ratios for sales, management, R&D, and financial costs, indicating slight variations compared to previous periods [11]. Market Performance - The current stock price is 18.29 CNY, with a 52-week price range of 13.82 to 20.30 CNY. The total market capitalization is 13,629 million CNY [6][11]. - The report notes the company's performance relative to the Shanghai Composite Index, indicating a 12-month absolute increase of 18% and a relative increase of 16% [10][11].

Investment Rating - The investment rating for the company is "Accumulate" [5][11]. Core Views - The company, as a leading player in the lighting industry, is expected to continue consolidating its market share due to its scale, technology, and brand advantages. High dividends are anticipated to continue rewarding shareholders, making it a favorable investment [2][11]. Financial Summary - **Revenue Forecast**: The company is projected to achieve revenues of CNY 7,096 million in 2024, a decrease of 9.0% year-on-year, followed by a recovery to CNY 7,552 million in 2025, representing a growth of 6.4% [4][11]. - **Net Profit**: The net profit attributable to the parent company is expected to be CNY 903 million in 2024, down 2.3% from the previous year, with a forecasted increase to CNY 955 million in 2025, reflecting a growth of 5.8% [4][11]. - **Earnings Per Share (EPS)**: EPS is projected to be CNY 1.21 in 2024, with an increase to CNY 1.28 in 2025 and further to CNY 1.38 in 2026 [4][11]. - **Return on Equity (ROE)**: The ROE is expected to be 13.4% in 2024, slightly decreasing to 12.7% in 2025, before recovering to 13.4% in 2027 [4][11]. Dividend Policy - The company plans to distribute a cash dividend of CNY 9 per 10 shares (including tax) in 2024, totaling CNY 666 million, with a payout ratio of 73.8% and a corresponding dividend yield of 5.02% [11]. Revenue Breakdown - In 2024, revenue from lighting application products and others is expected to be CNY 70.33 billion, down 8.59% year-on-year, while other businesses are projected to generate CNY 0.63 billion, a decline of 37.74% [11]. - Domestic revenue is anticipated to be CNY 63.62 billion, down 8.57%, while international revenue is expected to be CNY 6.71 billion, a decrease of 8.75% [11]. Profitability Metrics - The company's gross margin for 2024 is projected to be 39.29%, a decrease of 1.04 percentage points year-on-year, with a net profit margin of 12.72%, an increase of 0.87 percentage points [11].

Investment Rating - The report maintains a "Strong Buy" rating for the company, with a target price of 22.7 yuan per share [1]. Core Views - The company reported a decline in revenue and net profit for 2024, with total revenue of 7.1 billion yuan, a year-on-year decrease of 9.0%, and a net profit of 903 million yuan, down 2.3% [1][4]. - In Q1 2025, the company achieved revenue of 1.49 billion yuan, a decrease of 5.8% year-on-year, but net profit increased by 16.8% to 140 million yuan [1]. - The company plans to distribute a cash dividend of 0.9 yuan per share, totaling 666 million yuan, which corresponds to a dividend payout ratio of 73.8% [1]. Financial Summary - For 2024, the company expects total revenue of 7.1 billion yuan, with a projected growth rate of -9.0% [4]. - The net profit for 2024 is estimated at 903 million yuan, with a growth rate of -2.3% [4]. - The earnings per share (EPS) for 2024 is projected to be 1.21 yuan, with a price-to-earnings (P/E) ratio of 16 times [4]. - The company anticipates a gradual recovery in revenue growth, with estimates of 7.6 billion yuan in 2025, representing a growth rate of 7.5% [4]. Business Strategy - The company is focusing on product platform development and enhancing product competitiveness through innovation in smart lighting solutions [1]. - It aims to optimize retail channels and improve coverage and store productivity by aligning with trends in smart home and consumer scenarios [1]. - The company is also expanding its overseas business, targeting markets in the Middle East, Southeast Asia, and Africa, with a goal of achieving 670 million yuan in foreign sales for 2024 [1].

欧普照明股份有限公司 2024 年年度股东大会 （材料汇编） 2025 年 5 月 1 / 63 | 一、2024 年年度股东大会会议议程 3 | | | --- | --- | | 二、2024 年年度股东大会会议须知 5 | | | 三、2024 年年度股东大会股东问题函 7 | | | 四、会议议案 | | | （一）2024 年度董事会工作报告 | 8 | | （二）2024 年度监事会工作报告 15 | | | （三）关于董监事 2024 年度薪酬考核情况与 2025 年度薪酬计划的议案 | 20 | | 年度财务决算报告和 （四）2024 2025 年财务预算报告 21 | | | （五）2024 年年度报告及年度报告摘要 24 | | | （六）关于 2024 年年度利润分配的预案 25 | | | （七）关于 2025 年度申请银行授信额度的议案 26 | | | （八）关于 2025 年度使用部分闲置自有资金进行现金管理的议案 | 27 | | （九）关于 2025 年度授权对外担保额度的议案 28 | | | （十）关于预计 2025 年度日常关联交易的议案 30 | | | （十一）关于 ...

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting it to outperform the benchmark index by over 20% in the next six months [1][14]. Core Views - The company reported a decline in revenue and net profit for 2024, with total revenue of 7.1 billion yuan, a year-on-year decrease of 9.0%, and a net profit of 903 million yuan, down 2.3% [1][4]. - For Q1 2025, the company achieved revenue of 1.49 billion yuan, a decrease of 5.8% year-on-year, but net profit increased by 16.8% to 140 million yuan [1]. - The company plans to distribute a cash dividend of 0.9 yuan per share, totaling 666 million yuan, with a payout ratio of 73.8%, up from 67.7% in 2023 [1]. Financial Performance Summary - In 2024, the company’s total revenue is projected to be 7.1 billion yuan, with a year-on-year growth rate of -9.0%. The net profit is expected to be 903 million yuan, with a growth rate of -2.3% [4]. - The company’s gross margin for 2024 is 39.3%, a decrease of 1.0 percentage points year-on-year. The net profit margin is projected to be 12.7%, an increase of 0.9 percentage points [8]. - The company’s earnings per share (EPS) for 2024 is estimated at 1.21 yuan, with a price-to-earnings (P/E) ratio of 16 [4][8]. Market and Business Strategy - The company is focusing on product platform development and enhancing product competitiveness through innovation in smart lighting solutions [1][8]. - The company is optimizing its retail channels by following trends in smart home and consumer scenario upgrades, aiming to improve coverage and store productivity [1][8]. - The company is also expanding its overseas business, promoting smart lighting solutions in regions such as the Middle East and Southeast Asia, with foreign sales expected to reach 670 million yuan in 2024, a decrease of 8.8% year-on-year [1][8].

Core Viewpoint - The announcement details the stock pledge by the controlling shareholder of Opple Lighting, indicating a significant portion of shares pledged without affecting the company's operational control or financial stability [1][3]. Group 1: Stock Pledge Details - The controlling shareholder, Zhongshan Opple Investment Co., Ltd., holds 348,214,286 shares, accounting for 46.73% of the company's total share capital [1]. - After the pledge, Zhongshan Opple and its concerted actors have pledged a total of 168,300,000 shares, which represents 26.89% of their holdings [1]. - The pledged shares do not involve guarantees for major asset restructuring or performance compensation [1]. Group 2: Shareholder Information - The total pledged shares by Zhongshan Opple and its concerted actions include 62,500,000 shares with a pledge ratio of 17.95% [2]. - Other shareholders, such as Wang Yaohai and Ma Xiuhui, have also pledged shares, contributing to a total of 625,972,136 shares pledged, which is 84.01% of their holdings [2]. - The controlling shareholder and concerted actors are reported to have good credit status and repayment capability, with no current risks of forced liquidation or transfer of shares [3]. Group 3: Impact on Company Operations - The stock pledge is stated to be within a controllable risk range and will not lead to changes in the actual control of the company [3]. - The company will continue to monitor the stock pledge situation and disclose relevant information as required [3].

证券代码：603515 证券简称：欧普照明 公告编号：2025-026 欧普照明股份有限公司 关于控股股东进行部分股票质押的公告 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： 公司控股股东中山市欧普投资有限公司（以下简称"中山欧普"）持有公 司股份 348,214,286 股，占公司总股本的 46.73%。本次质押后，中山欧普及其一 致行动人马秀慧女士、王耀海先生、上海峰岳企业管理合伙企业（有限合伙）（以 下简称"上海峰岳"）、南通嵩岳企业管理合伙企业（有限合伙）（以下简称"南 通嵩岳"）累计质押股份数量为 168,300,000 股，占其持有公司股份的 26.89%。 近日，欧普照明股份有限公司（以下简称"公司"）收到公司控股股东中山 欧普发来的通知，相关信息如下： 一、上市公司股份质押 1、本次股份质押基本情况 | 占公 | 是否 | 占其所 | 是否 | 是否 | 司总 | 质押融 | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | ...

Core Viewpoint - The company reported a decline in revenue and net profit for 2024, but showed improvement in profitability in Q1 2025, indicating a potential recovery in earnings despite ongoing revenue pressures [1][2]. Financial Performance - For 2024, the company's revenue, net profit attributable to the parent, and net profit excluding non-recurring items were 7.1 billion, 900 million, and 750 million yuan, respectively, reflecting year-on-year declines of 9%, 2%, and 12% [1] - In Q4 2024, the figures were 2 billion, 280 million, and 240 million yuan, with year-on-year changes of -11%, +6%, and -14% [1] - In Q1 2025, the revenue, net profit attributable to the parent, and net profit excluding non-recurring items were 1.5 billion, 140 million, and 90 million yuan, showing year-on-year changes of -6%, +17%, and -15% [1] - Domestic and overseas sales for 2024 were 6.4 billion and 700 million yuan, both down 9% year-on-year [1] - The company plans to distribute a cash dividend of 9.0 yuan per 10 shares, totaling 670 million yuan, with a payout ratio of 73.8% [1] Profitability Metrics - Gross margins for 2024 and Q1 2025 were 39.3% and 36.3%, with year-on-year changes of +0.04% and -1.32 percentage points, respectively, primarily due to a decrease in terminal prices [2] - The expense ratios for sales, management, R&D, and financial expenses in 2024 were 18.2%, 4.7%, 4.3%, and -0.7%, with year-on-year changes of +0.8%, +0.64%, -1.09%, and +0.68 percentage points [2] - The net profit margin for 2024, Q4 2024, and Q1 2025 were 12.7%, 13.9%, and 9.5%, with year-on-year changes of +0.87%, +2.25%, and +1.83 percentage points, indicating a peak in profitability for 2024 [2] Investment Outlook - The company is a leader in the general lighting industry, with a product range covering low, mid, and high-end markets, and continues to innovate [3] - Retail channels are being upgraded, and distribution channels are expanding, enhancing single-store productivity [3] - The commercial lighting business is focusing on expanding market share in key projects, while e-commerce is transitioning towards mid-to-high-end operations [3] - The company is actively exploring new business areas and regions overseas, as well as expanding product categories like wall-mounted and bathroom heaters [3] - Projected net profits for 2025 and 2026 are 950 million and 1.03 billion yuan, with corresponding EPS of 1.28 and 1.38 yuan, leading to PE ratios of 13.7 and 12.7 times [3]

证券代码：603515 证券简称：欧普照明 公告编号：2025-025 欧普照明股份有限公司 关于参加 2025 年上海辖区上市公司年报 集体业绩说明会的公告 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。 会议召开地点：上海证券交易所上证路演中心（网址：https://roadshow.ss einfo.com/） 会议召开方式：上证路演中心网络互动 预征集投资者提问：投资者可于 2025 年 5 月 8 日（星期四）至 5 月 14 日 （星期三）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过 公司邮箱 public@opple.com 进行提问。公司将在说明会上对投资者普遍关注的 问题进行回答。 欧普照明股份有限公司（以下简称"公司"）已于 2025 年 4 月 29 日发布公 司 2024 年年度报告、2025 年第一季度报告，为便于广大投资者更全面深入地了 解公司 2024 年度及 2025 年第一季度的经营成果、财务状况，公司计划于 2025 年 5 月 15 日（星期四）15:00-16:30 ...