江苏世纪同仁律师事务所关于 本律师同意将本法律意见书随贵公司本次股东大会决议一并公告,并依法对 本法律意见书承担相应的责任。 本律师根据相关法律、法规和规范性文件的要求,按照律师行业公认的业务 标准、道德规范和勤勉尽责精神,出具法律意见如下: 一、关于本次股东大会的召集、召开程序和召集人资格 1.本次股东大会由董事会召集。2025年9月9日,贵公司召开第八届董事会 第三十三次会议,决定于 2025年 9 月 26 日召开 2025 年第三次临时股东大会。 2025年9月10日,贵公司在《证券时报》《中国证券报》《上海证券报》 《证券日报》和巨潮资讯网(http://www.cninfo.com.cn)上刊登了该次董事会决 议和关于召开本次股东大会的通知。 苏宁易购集团股份有限公司2025年第三次临时股东大会的 法律意见书 致:苏宁易购集团股份有限公司 根据《公司法》《证券法》和中国证监会《上市公司股东会规则》等法律、 法规和规范性文件以及公司《章程》的规定,本所受贵公司董事会的委托,指派 本律师出席贵公司 2025年第三次临时股东大会,并就本次股东大会的召集、召 开程序、出席会议人员资格、召集人资格、表决程序 ...

Core Insights - The 2025 Suning.com Double 11 Carnival and Home Appliance "Super Subsidy" conference was held in Nanjing, announcing an early start for this year's Double 11 event, beginning on National Day [1] - The promotional period will last for 44 days, starting from September 30 at midnight, featuring a 9-day subsidy season and the Double 11 Carnival [1] - The "Super Subsidy" plan targets three categories of products: "Essential Choices," "New Smart Selections," and "Home Decoration Selections" [1]

Core Insights - The upcoming National Day and Mid-Autumn Festival are expected to drive a surge in demand for home appliances and home decoration, leading to increased consumer spending [1] - Suning.com has announced an early start to its Double Eleven shopping festival, launching promotions from September 30, allowing consumers to enjoy discounts ahead of time [1][2] - The company aims to integrate new features and experiences into home appliances, responding to consumer demands for green, smart, and healthy products [1][3] Group 1: Event and Promotion Details - Suning.com will kick off its Double Eleven campaign with a "Home Appliance Benefit Day" starting September 30, lasting for 44 days, including various promotional phases [2] - The "Flash Sale 48 Hours" event will feature 100,000 discounted home appliances, providing immediate benefits to consumers [2] - The promotion is designed to seamlessly connect the National Day holiday and Double Eleven shopping festival, allowing consumers to choose the best time for their purchases [2] Group 2: Product and Market Strategy - Suning.com is focusing on reliable, energy-efficient home appliances, promoting a "good quality at a fair price" experience [3] - The company is enhancing its offerings in smart home appliances and addressing industry pain points, aiming to make advanced products accessible to more households [3] - A new "True Benefit Product" section will be launched, featuring high-demand home appliances with increased subsidies, establishing a competitive pricing standard in the industry [3] Group 3: Brand Collaboration and Industry Impact - Major brands such as Haier, Midea, and TCL are collaborating with Suning.com to introduce new products and enhance consumer benefits through the "Super Subsidy" program [4] - The initiative is seen as a connector between high-quality products and consumers, promoting the penetration of innovative smart home appliances [4] - The program is expected to accelerate technological upgrades and product innovation within the industry, contributing to high-quality development [4]

Core Insights - The upcoming National Day and Mid-Autumn Festival are expected to boost consumer demand in the home appliance and home decoration sectors, leading to increased physical consumption [2] - Suning.com has announced that its Double 11 promotional activities will start early, beginning on September 30 with a "Home Appliance Benefit Day" [2] - The promotional campaign will last for 44 days, featuring various stages including a "9 days and 9 nights" subsidy season and a Double 11 carnival [2] Promotional Strategy - Suning.com will launch a "Flash Sale 48 Hours" event from September 30 to October 1, offering 100,000 discounted home appliances nationwide [2] - The "Super Subsidy" plan will be implemented in collaboration with brand factories, focusing on essential needs, upgrades, and home decoration, with subsidies ranging from 10% to 20% [2][3] - A "True Benefit Subsidy Product" section will be introduced, featuring high-frequency essential home appliances with increased subsidy levels [3] Product Offerings - The promotional offerings will include energy-efficient air conditioners, built-in dishwashers, and large-screen TVs at competitive prices [3] - Suning.com plans to launch over a hundred new and popular products during the Double 11 period, covering various categories such as washing machines, large TVs, and smart home appliances [3] Offline Experience - During the National Day holiday, Suning.com will open new stores, including six flagship Max stores, which will feature expanded product categories and interactive zones [3] - The stores will include areas for kitchen experiences, personal care, and member activities, enhancing the shopping experience [3] Consumer Engagement - Suning.com will host various experiential activities during Double 11, including gaming and cooking competitions, to create an immersive shopping experience [4] - The company aims to meet the evolving consumer demand for smart home appliances that integrate new functions and experiences [4]

Core Insights - Suning.com has launched the "930 Home Appliance Benefit Day" in collaboration with over a hundred major appliance brands, offering significant discounts and subsidies to consumers during the National Day and Mid-Autumn Festival shopping period [1][3] Group 1: Promotional Activities - The "Flash Sale 48 Hours" event will take place from September 30 to October 1, allowing consumers to access special prices on a wide range of appliances, including air conditioners starting at 1399 yuan and 85-inch TVs at 3999 yuan [3] - Consumers can benefit from the "Super Subsidy" program, which offers tiered subsidies of 10%-20% across three categories: essential needs, new intelligent selections, and home decoration options, ensuring prices are significantly lower than market averages [3][6] Group 2: Consumer Experience - During the "930 Home Appliance Benefit Day," consumers can participate in various immersive activities at Suning stores, such as gaming competitions and cooking contests, while enjoying complimentary services like coffee and laundry [4] - The event aims to create a shopping experience that is engaging and social, enhancing customer satisfaction and loyalty [4][6] Group 3: Strategic Goals - Suning.com intends to establish the "930 Home Appliance Benefit Day" as an annual core consumption event, transforming consumer expectations into immediate satisfaction [1][6]

Core Viewpoint - The ongoing financial support from CITIC Financial Asset Management to Suning.com highlights a critical phase in the company's restructuring efforts, with a recent financing of up to 400 million yuan aimed at improving liquidity and operational stability [1][2][3]. Financing Details - Suning.com has secured a structured trust financing plan through its subsidiary, Nanjing Rongning Supply Chain Management, with CITIC Financial Asset contributing up to 400 million yuan [2]. - The financing involves Suning.com acting as a joint debtor, taking on direct repayment responsibilities, while also using its subsidiaries' real estate as collateral to enhance creditworthiness [2][4]. - The new subsidiary, established with a registered capital of only 1 million yuan, will focus on supply chain management and related services, indicating a strategic pivot in operations [2]. Historical Context - This financing follows a previous support package of 5 billion yuan from CITIC Financial Asset in 2023, aimed at revitalizing Suning's logistics projects [3][4]. - The initial funding of 1.549 billion yuan was quickly allocated to ongoing logistics projects, demonstrating a proactive approach to asset management [4]. Strategic Implications - CITIC Financial Asset's involvement is characterized by a market-oriented approach, emphasizing asset revitalization and business synergy rather than a safety net strategy [5]. - The potential conversion of debt into equity for Suning's retail cloud business could optimize the company's capital structure and attract strategic investors [5]. Future Outlook - The success of Suning's restructuring will depend on its ability to transform external financial support into sustainable internal growth [6]. - The ongoing situation serves as a reference point for other companies facing similar transitional challenges, indicating that restructuring is a starting point rather than an endpoint [6].

Market Overview - On September 26, the internet e-commerce sector declined by 1.17% compared to the previous trading day, with Liren Lizhuang leading the decline [1] - The Shanghai Composite Index closed at 3828.11, down 0.65%, while the Shenzhen Component Index closed at 13209.0, down 1.76% [1] Stock Performance - Notable gainers included: - Jihong Co., Ltd. (002803) with a closing price of 20.83, up 9.98% and a trading volume of 236,000 shares, totaling 491 million yuan [1] - Xinghui Co., Ltd. (300464) with a closing price of 6.08, up 7.23% and a trading volume of 501,200 shares, totaling 302 million yuan [1] - Major decliners included: - Liren Lizhuang (605136) with a closing price of 10.80, down 5.51% and a trading volume of 311,600 shares, totaling 341 million yuan [2] - Jiyuan Technology (002315) with a closing price of 46.28, down 4.50% and a trading volume of 82,300 shares, totaling 386 million yuan [2] Capital Flow - The internet e-commerce sector experienced a net outflow of 179 million yuan from institutional investors, while retail investors saw a net inflow of 203 million yuan [2] - The capital flow for specific stocks showed: - Jihong Co., Ltd. had a net outflow of 32.91 million yuan from institutional investors [3] - San Tai Co., Ltd. (301558) had a net inflow of 11.11 million yuan from institutional investors [3] - ST Tongpu (600365) had a net inflow of 1.48 million yuan from institutional investors [3]

Core Viewpoint - Suning.com announced that this year's Double 11 shopping festival will be advanced to the National Day holiday, starting on September 30 with the "Home Appliance Universal Day" promotion [1] Group 1: Promotional Strategy - Suning.com will implement a "super subsidy" plan for home appliances in collaboration with brand factories, targeting three categories: "Essential Choices," "Smart Selections," and "Home Decoration Selections" [1] - The subsidy will be structured in a gradient format, offering discounts of 10%, 15%, and 20% [1]

Core Viewpoint - Suning.com has announced the early launch of its Double Eleven shopping festival, starting from September 30, 2023, with a total duration of 44 days, aiming to boost sales in the home appliance sector [1] Group 1: Event Details - The Double Eleven shopping festival will include a 9-day subsidy season and a Double Eleven carnival [1] - The event features a "Super Subsidy" plan targeting three categories: "Essential Choices," "Smart Selections," and "Home Decoration Selections" [1]

Group 1 - The board of directors of Suning.com Group Co., Ltd. held its 34th meeting on September 25, 2025, via electronic communication, with all 8 directors present [2] - The board unanimously approved a proposal to provide guarantees for its subsidiary, Nanjing Rongning Supply Chain Management Co., Ltd., for financing up to RMB 400 million [3][7] - The guarantee represents 3.22% of the company's audited net assets for the year 2024 [6] Group 2 - The company will act as a joint debtor for the financing application to Zhongyuan Trust Co., Ltd., with the subsidiary being the borrower [6][8] - The guarantee does not require approval from the shareholders' meeting and is not classified as a related party transaction [7] - The subsidiary, Nanjing Rongning Supply Chain, was established on September 9, 2025, with a registered capital of RMB 1 million [10] Group 3 - The company has provided a total of RMB 1.88 billion in guarantees to its subsidiaries, which is 15.13% of the audited net assets for 2024 [13] - The company has also approved a maximum guarantee limit of RMB 30 billion for its subsidiaries to support financing and procurement activities [14] - The actual guarantees used by subsidiaries for the parent company amount to RMB 15.79 billion [14]