广东灯湖律师事务所 关于 佛山电器照明股份有限公司 2025 年第一次临时股东会 法律意见书 二〇二五年九月二十九日 地址：广东省佛山市南海区桂城街道灯湖东路 1 号友邦金融中心一座 16 层 电话：0757-81068869 传真：0757-81068869 邮编：528000 广东灯湖律师事务所 法律意见书 广东灯湖律师事务所 关于佛山电器照明股份有限公司 律师见证 之 2025 年第一次临时股东会律师见证之法律意见书 【2025】灯湖顾字第 1511-JZ02 号 致：佛山电器照明股份有限公司 广东灯湖律师事务所（以下简称"本所"）接受佛山电器照明股 份有限公司（以下简称"佛山照明"、"公司"）的委托，指派本所 律师出席并见证公司于 2025 年 9 月 29 日在广东省佛山市禅城区智慧 路 8 号佛照大厦 22 楼会议室召开的 2025 年第一次临时股东会（以下 简称"本次股东会"）。根据《中华人民共和国公司法》（以下简称 "《公司法》"）等相关法律、行政法规，以及《上市公司股东会规 则》（2025 年修订）（以下简称"《股东会规则》"）等规范性文件 和《佛山电器照明股份有限公司公司章程》（以下简称" ...

Group 1 - Wang Jianlin, the founder of Wanda Group, recently faced restrictions on high consumption due to economic disputes involving subsidiary companies, although these measures were later lifted [3][4][7] - Wanda Group's total amount of judicial enforcement has exceeded 7 billion yuan this year, indicating ongoing financial struggles [4] - As of September 2024, Wanda's total current liabilities amount to approximately 914.2 billion yuan, with cash reserves of only 151 billion yuan, highlighting a significant liquidity issue [7] Group 2 - The recent enforcement actions against Wang Jianlin could lead to operational risks, including damage to reputation and difficulties in financing [10] - Wang Jianlin has sold over 78 Wanda Plaza locations in the past two years to manage debt, leaving him with less than half of the original 513 plazas [7] - The financial health of Wanda's core enterprise, Wanda Commercial Management, is concerning, with short-term borrowings increasing by 190.47% year-on-year [7] Group 3 - The founder of Xibei Restaurant, Jia Guolong, has cleared his social media accounts amid controversies surrounding the brand, which has seen a significant drop in revenue [12][15] - Xibei's revenue dropped by approximately 600 million yuan over a few days due to public backlash, and its 2026 revenue forecast has been lowered by 12% [18][19] - The brand has initiated promotional activities to recover customer interest, offering 100 yuan dining vouchers to patrons [19] Group 4 - Wahaha Group is undergoing significant changes, with its bottled water business being transferred to a subsidiary, leading to reduced profit margins for the original company [21][24] - The restructuring has resulted in a drastic drop in profits for Zhejiang Wahaha, affecting dividends for its numerous shareholders [24] - The operational changes were implemented abruptly, causing disruptions in production and legal actions regarding trademark usage [24] Group 5 - Little Bear Electric has faced a severe incident involving a product explosion that resulted in serious injuries, leading to a 70% drop in stock price [26][31] - The company reported a slight revenue increase of 0.98% year-on-year, but net profit has significantly declined by 35.37% [31] - The brand, once a market leader in small appliances, is now struggling with both performance and stock valuation issues [31][30] Group 6 - Foshan Lighting has seen a high turnover of executives, with four resignations in a month, indicating potential instability within the company [33][36] - The company reported a significant decline in revenue and net profit, with a 97% drop in cash flow from operations [36][37] - The challenges faced by Foshan Lighting are attributed to increased competition and pricing pressures in the lighting industry [36]

Core Insights - The lighting equipment sector experienced a 1.09% increase on September 29, with Lida Xin leading the gains [1] - The Shanghai Composite Index closed at 3862.53, up 0.9%, while the Shenzhen Component Index closed at 13479.43, up 2.05% [1] Stock Performance - Lida Xin (605365) closed at 15.39, up 4.27% with a trading volume of 57,100 shares and a transaction value of 87.31 million yuan [1] - Minbao Optoelectronics (301362) closed at 44.28, up 3.94% with a trading volume of 14,400 shares [1] - Qinsong Co. (002638) closed at 2.53, up 2.85% with a trading volume of 429,200 shares [1] - Xiaosong Co. (002723) closed at 9.48, up 2.60% with a trading volume of 188,100 shares [1] - Sanxiong Aurora (300625) closed at 12.18, up 1.67% with a trading volume of 22,300 shares [1] - ST Xingguang (002076) closed at 1.86, up 1.09% with a trading volume of 226,100 shares [1] - Lianyu Co. (001326) closed at 47.08, up 0.86% with a trading volume of 18,200 shares [1] - Debang Lighting (603303) closed at 13.30, up 0.83% with a trading volume of 15,700 shares [1] - OPPLE Lighting (603515) closed at 17.37, up 0.52% with a trading volume of 9,706 shares [1] - Foshan Lighting (000541) closed at 6.33, up 0.16% with a trading volume of 152,300 shares [1] Capital Flow - The lighting equipment sector saw a net inflow of 6.71 million yuan from institutional investors, while retail investors contributed a net inflow of 10.16 million yuan [2] - Speculative funds experienced a net outflow of 16.87 million yuan [2] Individual Stock Capital Flow - Lida Xin (605365) had a net inflow of 14.57 million yuan from institutional investors, but a net outflow of 8.13 million yuan from speculative funds [3] - Qinsong Co. (002638) saw a net inflow of 5.85 million yuan from institutional investors, with a net outflow of 7.57 million yuan from speculative funds [3] - Xiaosong Co. (002723) had a net inflow of 4.42 million yuan from institutional investors, while speculative funds experienced a net outflow of 9.27 million yuan [3] - Sanxiong Aurora (300625) had a net inflow of 2.31 million yuan from institutional investors, with a minor net outflow from speculative funds [3] - OPPLE Lighting (603515) had a net inflow of 0.83 million yuan from institutional investors, with a net outflow from speculative funds [3] - Minbao Optoelectronics (301362) experienced a slight net outflow from institutional investors, but a net inflow from speculative funds [3] - Debang Lighting (603303) had a net outflow from both institutional and speculative funds, but a net inflow from retail investors [3] - Foshan Lighting (000541) and ST Xingguang (002076) both saw net outflows from institutional investors, with retail investors providing some support [3] - Lianyu Co. (001326) had a net outflow from institutional investors, but a net inflow from speculative funds [3]

Core Viewpoint - The recent resignations of key executives at Foshan Lighting indicate potential instability within the company's leadership, which may impact its operational performance and strategic direction [1][3]. Executive Resignations - On September 28, Foshan Lighting announced the resignations of Chairman Wan Shan and Director Li Zehua due to work adjustments, effective immediately upon delivery of their resignation letters [1]. - Wan Shan will no longer hold any position within the company, while Li Zehua will continue as Vice General Manager [1]. - This marks the fourth executive resignation within a month, following the departures of Chen Mingjie and Zhang Yong on September 12 [3]. Company Background - Foshan Lighting, established in 1958 and listed on the Shenzhen Stock Exchange in 1993, primarily engages in the research, production, and sales of general lighting, automotive lighting, and LED packaging products [3]. - The company has made several acquisitions since 2021, including controlling stakes in Liaowang Automotive Lighting, Guoxing Optoelectronics, Hule Electric, and Beijing Hangxin [3]. Shareholding Structure - The controlling shareholder of Foshan Lighting is Guangdong Guangsheng Holding Group Co., Ltd., which holds a 32.31% stake [4]. - Guangdong Guangsheng is 90% owned by the Guangdong provincial government and 10% by the Guangdong Provincial Finance Department [4]. Financial Performance - According to the 2025 semi-annual report, Foshan Lighting reported a total revenue of 4.386 billion yuan, a year-on-year decline of 8.34% [4]. - The net profit attributable to shareholders was 115 million yuan, down 40.18% year-on-year, with a net profit of 106 million yuan after deducting non-recurring gains and losses, reflecting a 40.69% decrease [4]. - The company's main business segments experienced declines, with general lighting revenue at 1.556 billion yuan (down 9.49%), LED packaging and components at 1.139 billion yuan (down 13.94%), and automotive lighting at 1.014 billion yuan (down 3.02%) [4]. - The net cash flow from operating activities was only 9.845 million yuan, a significant drop of 97.44% year-on-year, attributed to reduced cash receipts from sales [4].

格隆汇9月28日丨佛山照明(000541.SZ)公布，公司董事会于近日收到公司董事长万山先生及公司董事李 泽华先生的书面辞职报告。因工作调整原因，万山先生申请辞去公司董事长、董事及董事会专门委员会 相关职务，李泽华先生申请辞去公司董事及董事会专门委员会相关职务，万山先生和李泽华先生原定任 职日期均为至第十届董事会任期届满之日，即2027年10月9日。辞职后，万山先生将不再担任公司任何 职务，李泽华先生将继续担任公司副总经理职务。根据《公司法》及《公司章程》等有关规定，万山先 生及李泽华先生的辞职未导致公司董事会成员人数低于法定最低人数，辞职报告自送达公司董事会时生 效。 ...

本公司董事会于近日收到公司董事长万山先生及公司董事李泽 华先生的书面辞职报告。因工作调整原因，万山先生申请辞去公司董 事长、董事及董事会专门委员会相关职务，李泽华先生申请辞去公司 董事及董事会专门委员会相关职务，万山先生和李泽华先生原定任职 日期均为至第十届董事会任期届满之日，即 2027 年 10 月 9 日。辞职 后，万山先生将不再担任公司任何职务，李泽华先生将继续担任公司 副总经理职务。根据《公司法》及《公司章程》等有关规定，万山先 生及李泽华先生的辞职未导致公司董事会成员人数低于法定最低人 数，辞职报告自送达公司董事会时生效。 截止本公告披露日，万山先生、李泽华先生均未持有公司股票。 公司董事会对万山先生及李泽华先生在任职公司董事期间为公司作 出的贡献表示衷心的感谢！ 股票简称：佛山照明（A 股） 粤照明 B（B 股） 股票代码：0 0 0 5 4 1 （A 股） 20 05 41（B 股） 公告编号：2025-045 佛山电器照明股份有限公司 关于公司董事长、董事辞职的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 佛山电器照明股份有限公司 董 事 ...

佛山照明公告，公司董事长万山及董事李泽华因工作调整提出辞职。万山先生辞去董事长、董事及董事 会专门委员会相关职务，李泽华先生辞去董事及董事会专门委员会相关职务。辞职后，万山先生将不再 担任公司任何职务，李泽华先生将继续担任公司副总经理职务。公司董事会对万山先生及李泽华先生在 任职期间的贡献表示感谢。 ...

（记者 王晓波） 每经AI快讯，佛山照明（SZ 000541，收盘价：6.32元）9月28日晚间发布公告称，因工作调整原因，万 山先生申请辞去公司董事长、董事及董事会专门委员会相关职务，李泽华先生申请辞去公司董事及董事 会专门委员会相关职务，万山先生和李泽华先生原定任职日期均为至第十届董事会任期届满之日，即 2027年10月9日。万山先生将不再担任公司任何职务，李泽华先生将继续担任公司副总经理职务。 每经头条（nbdtoutiao）——去美国的"打工人"天塌了！特朗普10万美元签证费击碎"美国梦"，美企加 速外包，加拿大趁机"抢人" 2025年1至6月份，佛山照明的营业收入构成为：照明器具制造业占比60.02%，电子元器件制造占比 28.74%，出口贸易及其他占比11.24%。 截至发稿，佛山照明市值为97亿元。 ...

Group 1 - The company Foshan Lighting (000541) has integrated some of its products with the Mijia ecosystem, allowing users to control them via the Mijia system for a convenient smart usage experience [1]

Market Overview - The lighting equipment sector experienced a decline of 1.49% on September 25, with Lianyu Co. leading the drop [1] - The Shanghai Composite Index closed at 3853.3, down 0.01%, while the Shenzhen Component Index closed at 13445.9, up 0.67% [1] Individual Stock Performance - Xiaolan Co. (002723) closed at 9.40, up 1.08% with a trading volume of 207,000 shares and a turnover of 193 million yuan [1] - Sanxiong Aurora (300625) closed at 11.97, down 0.58% with a trading volume of 15,400 shares and a turnover of 18.51 million yuan [1] - OPPLE Lighting (603515) closed at 17.25, down 0.81% with a trading volume of 9,974 shares and a turnover of 17.32 million yuan [1] - ST Xingguang (002076) closed at 1.81, down 1.09% with a trading volume of 122,210 shares and a turnover of 40.41 million yuan [1] - Lida Xin (605365) closed at 14.93, down 1.45% with a trading volume of 21,300 shares and a turnover of 32.02 million yuan [1] - Ocean King (002724) closed at 7.37, down 1.60% with a trading volume of 57,900 shares and a turnover of 43.02 million yuan [1] - Foshan Lighting (000541) closed at 6.37, down 1.70% with a trading volume of 142,700 shares and a turnover of 91.34 million yuan [1] - Min Explosive Optoelectronics (301362) closed at 43.31, down 1.79% with a trading volume of 9,603 shares and a turnover of 41.98 million yuan [1] - Debang Lighting (603303) closed at 13.19, down 2.01% with a trading volume of 13,100 shares and a turnover of 17.48 million yuan [1] - Sunshine Lighting (600261) closed at 3.77, down 2.08% with a trading volume of 546,400 shares and a turnover of 208 million yuan [1] Capital Flow Analysis - The lighting equipment sector saw a net outflow of 107 million yuan from institutional investors, while retail investors experienced a net inflow of 76.26 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional selling and retail buying [2] Detailed Capital Flow by Stock - Sanxiong Aurora (300625) had a net inflow of 2.74 million yuan from institutional investors, while retail investors saw a net outflow of 1.02 million yuan [3] - Min Explosive Optoelectronics (301362) had a net inflow of 0.86 million yuan from institutional investors, with a net inflow of 0.40 million yuan from retail investors [3] - OPPLE Lighting (603515) experienced a net outflow of 0.44 million yuan from institutional investors, while retail investors had a net inflow of 0.11 million yuan [3] - Debang Lighting (603303) faced a net outflow of 1.46 million yuan from institutional investors, but retail investors had a net inflow of 2.44 million yuan [3] - Ocean King (002724) had a significant net outflow of 3.50 million yuan from institutional investors, with retail investors seeing a net inflow of 2.06 million yuan [3] - Lida Xin (605365) experienced a net outflow of 5.54 million yuan from institutional investors, while retail investors had a net inflow of 3.14 million yuan [3] - ST Xingguang (002076) faced a net outflow of 9.30 million yuan from institutional investors, with retail investors seeing a net inflow of 4.36 million yuan [3] - Foshan Lighting (000541) had a net outflow of 10.19 million yuan from institutional investors, while retail investors had a net inflow of 5.93 million yuan [3] - Qingshang Co. (002638) experienced a net outflow of 10.79 million yuan from institutional investors, with a net inflow of 19.18 million yuan from retail investors [3] - Xiaolan Co. (002723) faced a net outflow of 17.98 million yuan from institutional investors, while retail investors had a net inflow of 3.27 million yuan [3]