北京市金杜律师事务所上海分所 关于南极电商股份有限公司 2024 年年度股东大会之 法律意见书 致：南极电商股份有限公司 北京市金杜律师事务所上海分所（以下简称"本所"）接受南极电商股份有 限公司（以下简称"公司"）委托，根据《中华人民共和国证券法》（以下简称"《证 券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、中国证券监督管 理委员会《上市公司股东会规则》（以下简称"《股东会规则》"）等中华人民共和 国境内（以下简称"中国境内"，为本法律意见书之目的，不包括中国香港特别 行政区、中国澳门特别行政区和中国台湾地区）现行有效的法律、行政法规、规 章和规范性文件和现行有效的《南极电商股份有限公司章程》（以下简称"《公司 章程》"）的相关规定，指派律师出席了公司于 2025 年 5 月 21 日召开的 2024 年 年度股东大会（以下简称"本次股东大会"），并就本次股东大会相关事项出具本 法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2021 年年度股东大会审议通过的《公司章程》； 2. 公司于 2025 年 4 月 25 日刊登于深圳证券交易所 ...

Macro Insights - In April, the general fiscal expenditure increased by 12.9% year-on-year, indicating a continued moderate easing of fiscal policy, although the momentum of fiscal expansion showed seasonal slowdown [2] - The general fiscal revenue turned positive with a 2.7% year-on-year increase, primarily driven by a significant rebound in government fund revenue [2] - The fiscal deficit recorded 336.7 billion yuan in April, an increase of 247.9 billion yuan compared to the same period last year, maintaining a loose fiscal stance [2] Strategy Insights - The market consensus remains fragmented, with domestic investors showing varied interest across different sectors, while foreign capital continues to flow into the A-share market, albeit with structural divergence [3] - The recent downgrade of the US sovereign credit rating by Moody's from Aaa to Aa1 reflects worsening long-term debt issues, which may influence global asset prices [3] - The recent interest rate cuts by major banks aim to support the real economy while maintaining reasonable bank interest margins, although ongoing rate declines may increase deposit-taking pressures [6] Fixed Income Insights - The recent adjustments in deposit and LPR rates indicate a comprehensive easing of policy rates, with the one-year LPR now at 3.0% and various deposit rates reduced [4] - The 2024 city investment report highlights structural improvements in local debt management, although inherent pressures remain, particularly regarding profitability and debt repayment capabilities [10] Technology Sector Insights - NVIDIA's recent announcements at Computex 2025 indicate a shift towards an open ecosystem for AI deployment, which may attract large cloud service providers [7] - The competitive landscape among global battery manufacturers is intensifying, with domestic firms like CATL leveraging supply chain integration and diverse technology paths for global expansion [11] Company-Specific Insights - Nanjing E-commerce is undergoing a brand transformation aimed at enhancing product quality and restoring brand image, with expected revenue growth in 2024 [12] - Ningde Times' recent listing on the Hong Kong Stock Exchange is anticipated to bolster its global market competitiveness and facilitate international business expansion [13] - Trip.com reported a 16.2% year-on-year revenue increase in Q1 2025, driven by resilient domestic travel demand and strong growth in cross-border business [14] - Three Life Health's collaboration with Pfizer on the 707 project is expected to unlock significant commercial potential, with a maximum milestone payment of $6.05 billion [15] - Leap Motor's Q1 2025 performance exceeded expectations, with a revenue increase of 187.1% year-on-year, driven by high sales growth [17]

Investment Rating - The report initiates coverage on the company with a "Buy" rating and sets a target price of 6.00 RMB, corresponding to a 26x PE for 2026 [1][9][10] Core Views - The company is undergoing a significant brand transformation, shifting from an open authorization model to a self-sourcing and invitation-based franchise model, aiming to enhance product quality and restore brand image [1][2][5] - The company is expected to achieve positive revenue growth in 2024, with a focus on expanding product SKUs and enhancing both online and offline sales channels [1][20] - The report highlights the company's strategic pivot towards a "quality-price ratio" consumer trend, with a new luxury series launched in September 2024, resulting in a substantial increase in daily sales [2][19] Summary by Sections Company Overview - The company, established in 1998, has transitioned through three phases: selling products, selling brands and services, and aiming to become a world-class consumer brand [25] - It operates under national and international brands, including "Nanji Ren" and "Kadi Le Crocodile," and has shifted its business model towards e-commerce and brand authorization [25] Business Strategy - The company has reformed its supply chain by introducing a dual-track operation model of self-sourcing and franchise, enhancing product capabilities and establishing industry barriers [3][16] - It has adopted a comprehensive approach to channel sales, leveraging both online platforms like Douyin and offline retail strategies to drive growth [4][20] Financial Projections - The company forecasts a recovery in revenue growth, with expected revenues of 3.995 billion RMB in 2025, 4.744 billion RMB in 2026, and 5.605 billion RMB in 2027, reflecting year-on-year growth rates of 18.94%, 18.75%, and 18.15% respectively [6][21] - The projected net profit for 2025 is 330.55 million RMB, with significant growth anticipated in subsequent years, achieving 575.09 million RMB in 2026 and 796.26 million RMB in 2027 [6][21] Market Positioning - The company is positioned to capitalize on the growing consumer demand for high-quality, cost-effective products, aligning with the current trend of rational consumption [19][24] - The brand's long-standing reputation for providing "good quality at affordable prices" is expected to resonate well with consumers, enhancing its market share [19][24]

Investment Rating - The report initiates coverage on Nanji E-commerce with a "Buy" rating and a target price of 6.00 RMB, corresponding to a 26x PE for 2026 [1][9]. Core Views - The company is undergoing a significant brand transformation, shifting from an open authorization model to a self-sourcing and invitation-based franchise model, aiming to enhance product quality and restore brand image [1][2]. - The company is expected to achieve positive revenue growth in 2024, with a focus on expanding product SKUs and enhancing both online and offline sales channels [1][20]. - The report highlights the company's strategic pivot towards a "quality-price ratio" consumer demand, positioning itself as a provider of high-quality products at competitive prices [2][19]. Summary by Sections Company Overview - Nanji E-commerce, established in 1998, operates under national brand Nanji Ren and international brands such as Cardin Crocodile and Baijiahao, focusing on e-commerce and brand authorization services [1][25]. Brand Transformation - The company is implementing a dual-track operation model combining self-sourcing and franchise, enhancing product capabilities through collaboration with high-quality suppliers and luxury design teams [3][19]. - The introduction of a light luxury product line in September 2024 has significantly improved brand perception, with daily sales increasing from approximately 200,000 RMB to 20 million RMB by the end of December [2][20]. Supply Chain Reform - The company is reforming its supply chain by adopting a SPA model, which includes self-sourcing and a whitelist invitation system for franchises, thereby creating industry barriers [3][19]. - The focus on high-quality materials and advanced production techniques is expected to enhance product competitiveness and meet consumer demands [3][19]. Sales Channels - The company is leveraging both online platforms like Douyin and traditional e-commerce channels to drive sales, with Douyin's GMV showing a year-on-year increase of 103% in December 2024 [4][20]. - Offline, the company is testing self-operated retail through pop-up stores, with plans to open fixed stores in 2025, which could become a future growth driver [4][20]. Financial Projections - The report forecasts the company's net profit for 2025-2027 to be 331 million RMB, 575 million RMB, and 796 million RMB respectively, with a significant turnaround expected in 2025 [6][21]. - Revenue is projected to grow from 3.995 billion RMB in 2025 to 5.605 billion RMB in 2027, reflecting a compound annual growth rate of approximately 18.9% [6][21]. Market Positioning - The report contrasts its views with the market, asserting that despite previous challenges, the brand's strong recognition and strategic repositioning towards quality-price ratio will enable it to regain growth momentum [5][24]. - The company aims to continuously enrich its product offerings and expand its market presence, particularly in the homewear and bedding categories through its Baijiahao brand [20][23].

载、误导性陈述或重大遗漏。 南极电商股份有限公司（以下简称"公司"）于2025年4月25日披露了《关于召开2024年年度股东 大会通知的公告》，决定于2025年5月21日召开公司2024年年度股东大会（以下简称"本次股东大 会"）， 审议董事会、监事会提交的相关议案。现将会议的有关事项公告如下： 南极电商股份有限公司 2025-029 关于召开 2024 年年度股东大会的提示性公告 南极电商股份有限公司 证券代码：002127 证券简称：南极电商 公告编号：2025-029 关于召开 2024 年年度股东大会的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 一、召开会议的基本情况 本次股东大会会议召开提议已经公司第八届董事会第四次会议审议通过。 规范性文件、深圳证券交易所业务规则和《南极电商股份有限公司章程》等的规定。 现场会议召开时间为：2025年5月21日（星期三）下午14时30分开始 网络投票时间为：2025年5月21日，其中，通过深圳证券交易所交易系统进行网络投票的具体时 间为2025年5月21日上午9:15～9:25，9:30～11:30，下午13:00～15:00 ...

南极电商股份有限公司 2025-029 关于召开 2024 年年度股东大会的提示性公告 证券代码：002127 证券简称：南极电商 公告编号：2025-029 南极电商股份有限公司 关于召开 2024 年年度股东大会的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 南极电商股份有限公司（以下简称"公司"）于2025年4月25日披露了《关于召开2024年年度股东 大会通知的公告》，决定于2025年5月21日召开公司2024年年度股东大会（以下简称"本次股东大会"）， 审议董事会、监事会提交的相关议案。现将会议的有关事项公告如下： 一、召开会议的基本情况 1、股东大会届次：2024年年度股东大会 （1）本次股东大会的股权登记日为2025年5月15日，于股权登记日下午收市时在中国结算深圳 分公司登记在册的公司全体普通股股东均有权出席股东大会，并可以以书面形式委托代理人出席会 议和参加表决，该股东代理人不必是本公司股东（授权委托书模板详见附件二）； 2、股东大会召集人：公司董事会 本次股东大会会议召开提议已经公司第八届董事会第四次会议审议通过。 3、会议召 ...

Core Viewpoint - The ST sector has shown strong performance recently, with nearly 30 stocks, including ST Qibu, *ST Bowang, *ST Fanli, *ST Guohua, *ST Heke, *ST Meigu, *ST Lihang, and ST Ruihe, hitting the daily limit up [1] Group 1 - The ST sector is experiencing heightened activity, indicating potential investor interest and market momentum [1] - A significant number of stocks within the ST sector have reached their daily trading limit, reflecting strong buying pressure [1]

Group 1: Financial Performance - In 2024, the company achieved a total revenue of 3.358 billion CNY, representing a year-on-year increase of 24.75% compared to 2023 [1] - In Q1 2025, the company reported a revenue of 729 million CNY, showing a growth of 2.03% year-on-year [1] - The company experienced a net loss in Q1 2025 due to ongoing marketing expenses and brand building efforts [2] Group 2: Brand Development and Market Strategy - The company plans to enter a high-quality recovery mode for the "Nanji Ren" brand, focusing on product quality and consumer feedback [2] - As of April 2025, the number of online stores for "Nanji Ren" reached nearly 1,000, with 400 new stores opened in 2025, aiming to restore to around 2,000 stores by year-end [2] - The company aims to establish three multi-category flagship stores on the Tmall platform within the year [2] Group 3: Product Expansion and Sales Strategy - The company is launching light luxury products in 2025, including self-sourced and franchise products, with over 2,600 SKUs planned [3] - The "Bai Jia Hao" brand is experiencing a GMV growth of approximately 30%, with significant contributions from platforms like Douyin and Tmall [4] - The company is expanding its product categories, particularly in home textiles and innerwear, leveraging supply chain and buyer strategies [4] Group 4: Supply Chain and Operational Efficiency - The company has made significant improvements in its supply chain efficiency, with a focus on aligning with partners that share similar values [5] - The "Kadi Le Eel" brand is undergoing strategic adjustments in its operations, particularly in product quality and supplier relationships [5] Group 5: Offline Store Development - The company has opened a pop-up store for "Nanji Ren" and plans to establish a fixed store in the Global Harbor, while exploring large multi-category stores in Shanghai [6] - Offline stores will feature both self-sourced products and selected franchise products, including exclusive items [6] Group 6: Time Interconnect Business Overview - In 2024, Time Interconnect reported a net profit of 33.3574 million CNY, focusing on e-commerce and AI advertising sectors [8] - The company aims to enhance operational quality by selecting long-term partners and improving internal efficiency through AI applications [8]

Core Points - The China Securities Index Retail Index (H30175) reported at 2454.70 points, showing a low opening and a high closing on May 8 [1] - The Retail Index has increased by 15.21% in the past month, 1.91% in the past three months, but has decreased by 4.84% year-to-date [2] Index Composition - The Retail Index is composed of various sectors classified into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries [2] - The top ten weighted stocks in the Retail Index are: - Digital China (9.78%) - Yonghui Superstores (9.67%) - China Duty Free Group (9.13%) - Wangfujing (4.58%) - Kidswant (4.0%) - Aisidi (3.65%) - Nanjing E-commerce (3.6%) - Bailian Group (3.16%) - Tianyin Holdings (3.0%) - Jiangsu Guotai (2.96%) [2] Market Distribution - The market distribution of the Retail Index shows that the Shenzhen Stock Exchange accounts for 53.29%, while the Shanghai Stock Exchange accounts for 46.71% [2] - In terms of industry composition within the Retail Index: - General retail accounts for 46.66% - Specialty retail accounts for 28.35% - Internet retail accounts for 15.85% - Travel retail accounts for 9.13% [2] Sample Adjustment - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December [3] - Weight factors are generally fixed until the next scheduled adjustment, but can be altered in case of special events affecting the sample companies [3]

Group 1: Dividend and Profit Distribution - The company has distributed a total of 1.179 billion CNY in dividends since its restructuring in 2015 [1] - The proposed profit distribution plan for 2024 is to distribute 0.40 CNY (including tax) per 10 shares, totaling approximately 98.19 million CNY, pending shareholder approval [1] Group 2: Current Profitability and Business Transformation - The company is actively implementing effective business transformation, resulting in steady revenue growth and stable gross margin, despite short-term losses due to brand building and marketing investments [2] - The company has reduced brand licensing for "Nanji Ren" and is optimizing its supply chain and distribution channels, supporting partners willing to upgrade while amicably exiting those unable to progress [3] Group 3: Future Growth Points - The company operates multiple well-known brands and is focusing on enhancing product quality and brand image through a shift from open licensing to a franchise model [4][5] - The strategic focus includes "high-quality recovery + high-quality incubation" for brand services and steady growth in self-operated product sales and mobile internet marketing services [5] Group 4: Industry Performance and Competitive Position - The company has established a diversified brand matrix and a robust supply chain, maintaining good relationships with industry partners and achieving positive consumer feedback through product upgrades [5] - The company is committed to sustainable and high-quality development, aiming for steady growth through structural adjustments and professional team integration [5] Group 5: Industry Outlook - The company is optimistic about the consumption industry's future, focusing on brand image innovation and meeting diverse consumer needs through a global and strategic supply chain [6][7] - The business will continue to deepen its presence in e-commerce, social platforms, and AI advertising, enhancing internal efficiency and technology investment [7]