凯瑞德控股股份有限公司 2025 年第三次临时股东大会的 法 律 意 见 书 北京市观远律师事务所 关于 关于 凯瑞德控股股份有限公司 2025 年第三次临时股东大会的 法律意见书 二〇二五年十一月 北京市朝阳区光华路 5 号世纪财富中心东塔 20 层，邮编：100020 20/F, East Tower, Prosper Center, No.5 Guanghua Road, Chaoyang District, Beijing 100020, China Tel：(010)56676399 Fax：(010)56676398 法律意见书 北京市观远律师事务所 观远[意]（2025）第 1117 号 致：凯瑞德控股股份有限公司 北京市观远律师事务所（以下简称"本所"）接受凯瑞德控股股份有限公司（证 券代码：002072，以下简称"公司"）的委托，为公司 2025 年第三次临时股东大 会（以下简称"本次股东大会"）出具法律意见书。本所指派律师现场参加了本次 股东大会，并根据《中华人民共和国公司法》（2023 年修订）（以下简称《公司 法》）、《中华人民共和国证券法》（2019 年修订）（以下简称《证券法》）、 ...

Market Overview - On November 17, the trade sector rose by 0.16% compared to the previous trading day, with Kairuide leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Stock Performance - Notable gainers in the trade sector included: - Kairuide (002072) with a closing price of 7.80, up 2.09% [1] - Jiangsu Guotai (002091) with a closing price of 10.40, up 1.66% [1] - Yiatong (002183) with a closing price of 5.36, up 1.52% [1] - Conversely, stocks like Zhongcheng Co. (000151) and Bansuo Hongye (600128) experienced slight declines of 0.08% and 0.09% respectively [1] Trading Volume and Capital Flow - The trade sector saw a net outflow of 2.57 billion yuan from main funds, while retail investors contributed a net inflow of 2.57 billion yuan [2][3] - The trading volume for Kairuide was 8.58 million shares, with a transaction value of approximately 66.09 million yuan [1] Individual Stock Capital Flow - Key capital flow data for selected stocks: - Dongfang Chuangye (600278) had a main fund net inflow of 11.95 million yuan, while retail investors had a net outflow of 9.24 million yuan [3] - Kairuide (002072) experienced a main fund net inflow of 4.89 million yuan, with retail investors also showing a net outflow [3] - Zhongcheng Co. (000151) faced a significant main fund net outflow of 6.30 million yuan, but retail investors had a net inflow of 8.99 million yuan [3]

Group 1 - Wang Jian, the controlling shareholder and actual controller of Kairuide Holdings Co., Ltd., has been criticized by the Shenzhen Stock Exchange for his violations [2][3] - Wang Jian committed violations by failing to meet the revenue commitments outlined in the company's restructuring plan, with actual revenues for 2023 and 2024 being significantly lower than promised [3] - The discrepancies in revenue were 264 million yuan for 2023 and 273 million yuan for 2024, leading to misleading information for investors [3][4] Group 2 - Kairuide's revenue composition for the first half of 2025 was entirely from coal trading, accounting for 100% [5] - As of the report date, Kairuide's market capitalization was 2.8 billion yuan [6]

Core Viewpoint - Lingzhi Software's stock resumed trading with a 12% increase following the announcement of its plan to acquire 100% equity in Kaimiride [1] Group 1 - Lingzhi Software's stock price rose by 12% upon resuming trading [1] - The company intends to purchase 100% equity of Kaimiride [1]

Core Insights - Dalian's Pulandian District textile and apparel industry has been recognized as a provincial-level characteristic industrial cluster for small and medium-sized enterprises by 2025, showcasing a successful transformation of traditional industries and injecting strong momentum into regional economic resilience and vitality [1] Group 1: Industry Cluster Development - The textile and apparel industry is one of the six traditional pillar industries in Pulandian District, with over 400 enterprises and an annual production capacity of 82 million garments [1] - In the first three quarters of this year, the total output value of the district's textile and apparel enterprises reached 1.125 billion yuan [1] - The industry has formed a cluster led by major players like Dayang Group, establishing a new model of "demand customization + big data marketing + participation in manufacturing" amidst the wave of intelligent manufacturing [1] Group 2: Brand Transformation and Value Addition - The region is shifting from "OEM" to "creating its own brands," with significant achievements in brand innovation driven by leading enterprises [2] - Dayang Group, the largest suit exporter in China, holds 109 effective trademarks and has received national honors for its TRANDS brand, which operates over 1,000 stores globally [2] - The establishment of the first fashion designer brand incubation base in Northeast China, "Design World," is nurturing new talent in the regional apparel industry [2] Group 3: Foreign Trade Expansion - The textile and apparel industry in Pulandian District is embracing global markets, with trade covering over 40 countries and regions, including Japan, South Korea, Europe, and Southeast Asia [2] - Approximately 90% of local apparel enterprises focus on foreign trade processing, establishing a strong reputation in the international market for high-end custom products [2] - Events like Dalian Fashion Week and the Pulandian Fashion Night are creating platforms for showcasing products, while cross-border e-commerce is linking global resources, enhancing the recognition of Pulandian apparel products worldwide [2]

Core Insights - The trade sector experienced a rise of 2.01% on October 31, with Jiangsu Guotai leading the gains [1] - The Shanghai Composite Index closed at 3954.79, down 0.81%, while the Shenzhen Component Index closed at 13378.21, down 1.14% [1] Trade Sector Performance - Jiangsu Guotai (002091) closed at 9.34, up 6.26% with a trading volume of 1.138 million shares and a transaction value of 1.071 billion [1] - Other notable performers included: - Dongfang Chuangye (600278) at 8.36, up 5.03% [1] - Nanjing Shanglv (600250) at 11.11, up 4.91% [1] - Shisuo Hongye (600128) at 11.00, up 3.09% [1] Capital Flow Analysis - The trade sector saw a net inflow of 231 million in main funds, while retail funds experienced a net outflow of 118 million and 113 million respectively [2] - Key individual stock capital flows included: - Jiangsu Guotai with a net inflow of 103 million, but retail outflows of 64 million [3] - Dongfang Chuangye with a net inflow of 94 million from main funds, but retail outflows of 60 million [3] - Nanjing Shanglv with a net inflow of 62 million from main funds, but retail outflows of 41 million [3]

Group 1 - The core viewpoint of the article highlights that Kairde (SZ 002072) reported a significant decline in its third-quarter performance for 2023, with revenue of approximately 382 million yuan, a year-on-year decrease of 23.78% [1] - The company experienced a net loss attributable to shareholders of approximately 21.13 million yuan, resulting in a basic loss per share of 0.0575 yuan [1] - As of the report date, Kairde's market capitalization stands at 2.7 billion yuan [2]

Core Insights - The company, Kairde (Weiquan), was established in June 2000 and listed on the Shenzhen Stock Exchange in October 2006, focusing on coal trading and leasing businesses [1] Group 1: Business Performance - For Q3 2025, Kairde reported revenue of 382 million yuan, ranking 12th in the industry, significantly lower than the top competitor, CITIC Metal, which had 103.46 billion yuan [2] - The company's net profit for the same period was -21.13 million yuan, also ranking 12th, with a stark contrast to the leading firms' profits of 2.79 billion yuan and 2.32 billion yuan [2] Group 2: Financial Ratios - Kairde's debt-to-asset ratio stood at 69.44% in Q3 2025, an increase from 51.86% year-on-year, surpassing the industry average of 63.05% [3] - The gross profit margin was -0.12%, down from 2.75% in the previous year, and significantly below the industry average of 15.06% [3] Group 3: Management and Shareholder Information - The chairman and general manager, Ji Xiaowen, received a salary of 384,000 yuan in 2024, a slight increase from 378,000 yuan in 2023 [4] - As of September 30, 2025, the number of A-share shareholders decreased by 21.12% to 11,300, while the average number of circulating A-shares held per account increased by 26.78% to 26,300 [5]

Core Viewpoint - The company reported a significant decline in revenue and net profit for the first three quarters of 2025 compared to the previous year [1] Financial Performance - The company achieved an operating revenue of 382 million yuan, representing a year-on-year decrease of 23.78% [1] - The net profit attributable to shareholders of the listed company was -21.13 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -13.08 million yuan [1] - The basic earnings per share were -0.0575 yuan [1]

Core Points - The company, Kerry Group (stock code: 002072), held its fifth meeting of the eighth board on October 29, 2025, where all six participating directors voted in favor of five proposals, including the third quarter report for 2025 and amendments to the company’s articles of association [1][2][4] Group 1: Third Quarter Report - The board approved the 2025 third quarter report, confirming that the preparation process complies with legal regulations and the China Securities Regulatory Commission's requirements, ensuring the content is true, accurate, and complete without any false records or significant omissions [2] Group 2: Amendments to Articles of Association - The company decided to amend its articles of association and governance systems to align with the latest requirements of the Company Law and the Guidelines for Articles of Association of Listed Companies, with the proposal to be submitted to the shareholders' meeting for special resolution [3] Group 3: Upcoming Shareholders' Meeting - A third extraordinary shareholders' meeting is scheduled for November 17, 2025, at 14:30, to review the proposed amendments to the articles of association and governance systems, with all board proposals receiving unanimous approval [4]