关于报喜鸟控股股份有限公司 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 报喜鸟控股股份有限公司（以下简称"公司"）2025 年第三次临时股东会 （以下简称"本次股东会"）现场会议定于 2025 年 10 月 15 日下午 14：30 在浙 江永嘉瓯北镇双塔路 2299 号报喜鸟研发大楼四楼会议室召开，国浩律师（上海） 事务所（以下简称"本所"）接受公司的委托，指派本所律师出席会议，并依据 《中华人民共和国证券法》《中华人民共和国公司法》《上市公司股东会规则》 和《报喜鸟控股股份有限公司章程》（以下简称"《公司章程》"）出具本法律 意见书。 本所律师已经按照有关法律、法规的规定对本次股东会召集、召开程序是否 合法及是否符合《公司章程》、股东会召集人资格的合法有效性、出席会议人员 资格的合法有效性和股东会表决程序、表决结果等发表法律意见。法律意见书中 不存在虚假、严重误导性陈述及重大遗漏，否则愿意承担相应的法律责任。 2025 年第三次临时股东会的法律意见书 致：报喜鸟控股股份有限公司 公司召开本次股东会，董事会于 2025 年 9 月 30 日以公告方式通知各股东。 公司发布的公告载明了会议的时 ...

Core Viewpoint - The stock of Baoxiniang has shown a slight increase recently, with a notable trading volume and net inflow of funds, despite a year-to-date decline in stock price [1][2]. Group 1: Stock Performance - As of October 15, Baoxiniang's stock price increased by 2.23% to 4.13 CNY per share, with a trading volume of 83.18 million CNY and a turnover rate of 1.73%, resulting in a total market capitalization of 6.027 billion CNY [1]. - Year-to-date, Baoxiniang's stock price has decreased by 5.28%, but it has seen a 1.98% increase over the last five trading days, an 8.40% increase over the last 20 days, and a 7.83% increase over the last 60 days [2]. Group 2: Financial Performance - For the first half of 2025, Baoxiniang reported a revenue of 2.391 billion CNY, a year-on-year decrease of 3.58%, and a net profit attributable to shareholders of 197 million CNY, down 42.66% year-on-year [3]. - Since its A-share listing, Baoxiniang has distributed a total of 2.325 billion CNY in dividends, with 832 million CNY distributed in the last three years [4]. Group 3: Shareholder Information - As of June 30, 2025, Baoxiniang had 64,200 shareholders, an increase of 1.74% from the previous period, with an average of 18,364 circulating shares per shareholder, a decrease of 18.42% [3]. - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which holds 12.914 million shares (a decrease of 2.031 million shares), and Southern CSI 1000 ETF, which holds 10.7725 million shares (an increase of 313,290 shares) [4].

Investment Rating - The report maintains an "Outperform" rating for the industry [7] Core Insights - The report highlights a significant increase in holiday travel and consumption, with an average of 3.04 billion people traveling daily from October 1 to 8, a year-on-year increase of 6.3% [3][11] - Domestic consumption is showing steady improvement, with average daily sales in related sectors increasing by 4.5% during the holiday period, driven by strong performance in digital products, jewelry, and cultural services [3][15] - The offline performance of the entertainment sector is robust, with a 39.5% year-on-year increase in audience numbers for live performances during the holiday [3][20] Summary by Sections Holiday Consumption Trends - The report notes a rise in domestic travel, with 8.88 billion domestic trips taken during the holiday, an increase of 1.23 billion trips compared to the previous year [11][12] - The average spending per person decreased by 13% despite the increase in total expenditure, which reached 809 billion yuan [11][12] Retail and E-commerce Performance - Key retail and catering enterprises saw a 2.7% year-on-year increase in sales during the holiday [19] - E-commerce platforms experienced a surge in sales of green organic foods (up 27.9%), smart home products (up 14.3%), and domestic fashion brands (up 14.1%) [19][20] Investment Recommendations - The report suggests focusing on several sectors for potential investment, including: 1. Major appliances benefiting from trade-in programs, recommending companies like Midea Group, Haier Smart Home, and Gree Electric [4][23] 2. The pet industry, which is expected to remain resilient, with recommendations for companies like Guai Bao Pet and Zhongchong Co [4][23] 3. Small appliances and branded apparel, which may see a rebound in demand, with recommendations for companies like Bear Electric and Anta Sports [4][23] 4. Electric two-wheelers, with a strong outlook for domestic sales improvement, recommending companies like Ninebot and Yadea [4][23] Global Market Opportunities - The report emphasizes the long-term theme of international expansion, recommending companies like Ecovacs and Roborock in the cleaning appliance sector, and Midea and Haier in the major appliance sector [5][24] - It also highlights the potential for motorcycle brands to increase their market share overseas, suggesting companies like Chunfeng Power and Longxin General [5][24] Market Data - The home appliance sector saw a slight decline of 0.4% this week, with specific segments showing varied performance: white goods up 0.8%, black goods down 0.3%, and kitchen appliances down 1.0% [25]

Core Insights - The Chinese suit industry is undergoing a deep transformation from scale competition to specialized competition driven by consumer upgrades and personalized demands [1][2][16] - The report aims to provide authoritative information for industry enterprises, practitioners, and consumers, promoting the high-quality development of Chinese suit brands [1] Industry Development History - Since the reform and opening up, the Chinese suit industry has transitioned from scale expansion to category reconstruction, with a shift from a supply-driven seller's market to a demand-driven buyer's market post-2020 [2][4] - The future of the industry will be led by domestic brands through technological innovation and sustainable materials [2][4] Brand Innovation - Leading domestic brands have continuously innovated over the past 40 years, transitioning from imitation to innovation and from standardization to personalization [4][6] - Each development stage has seen leading companies identify market pain points and drive industry transformation through technological innovation [4] Market Dynamics - The market is entering a phase dominated by stock competition and structural recovery, focusing on value cultivation and breakthroughs in niche markets [6][7] - The high-end market, personalized customization, and segmented scenarios are experiencing significant growth, indicating a structural recovery in the domestic suit market [7] Consumer Demand - There is a growing demand for high-quality, personalized, and customized suits, with over half of consumers wanting suits that reflect personal style and fashion [9][12] - The suit market is shifting from a single business scenario to diversified applications, leading to differentiated consumer demands [12][20] Supply-Side Innovations - Intelligent manufacturing technologies are driving a transformation in the supply side, with a significant annual growth rate in customized suits exceeding 20% [14][67] - Technologies such as AI and 3D virtual samples are reshaping the research and production processes, significantly reducing customization cycles [14] Industry Trends - The suit industry is transitioning from scale competition to specialized competition, with consumers seeking products that meet personal tastes and body types [16][31] - 82% of consumers believe that the degree of brand specialization significantly influences their purchasing decisions [16] Consumer Preferences - Different age groups have varying preferences for suits, with younger consumers prioritizing comfort and fashion, while middle-aged consumers focus on quality and fit [22][35] - The demand for suits is evolving to accommodate various life stages and occasions, emphasizing the need for flexibility and style [20][24] Quality Assessment Standards - The report establishes a six-dimensional quality evaluation standard for suits, covering aspects such as fit design, fabric elasticity, stiffness, maintenance difficulty, and lining craftsmanship [1][41] - This standard aims to help consumers make informed purchasing decisions based on their specific needs and preferences [39][44] Cultural Integration - The integration of traditional culture into suit design is becoming a new competitive advantage, with brands exploring cultural narratives and emotional connections [70] - The report highlights the importance of cultural elements in enhancing the market competitiveness of Chinese suit brands [70] Sustainable Development - The industry faces environmental challenges and opportunities for green transformation, with leading brands implementing sustainable practices and innovations [67][69] - There is a growing consumer expectation for the use of eco-friendly materials in suit production [67]

Core Viewpoint - The traditional business men's clothing market is undergoing significant changes, placing the company Baoxini at a critical juncture for transformation as it faces challenges in its performance amid a recovering consumer environment [1] Performance and Underlying Reasons - In the first half of the year, Baoxini's brand matrix showed a mixed performance, with the core main brand and group purchasing business facing market pressure [2] - Conversely, the international outdoor leisure brands and a Korean leisure brand that the company represents experienced counter-cyclical growth, becoming highlights in the group's performance report [2] - The company's gross profit margin remained stable, but profit margins were significantly squeezed due to rising period expenses, which became a major drag on net profit performance [2] Management and Asset Issues - A substantial increase in management expenses was primarily due to intangible asset amortization and related transaction costs from brand acquisitions [3] - Asset impairment issues have also drawn market attention, as the company made various asset impairment provisions, indicating potential value shrinkage or failure to generate expected returns from certain assets [3] Strategic Adjustments and Future Outlook - In response to changing market conditions, Baoxini is actively promoting brand rejuvenation and upgrading while seeking new growth opportunities in the outdoor sector [4] - The company has completed the acquisition of global intellectual property rights for the American outdoor brand Warich, excluding Europe, demonstrating its determination to break through [5] - The online channel has shown impressive performance with double-digit growth, while franchise and group purchasing channels have seen declines [6] - The company is optimizing its channel structure, although increased online promotion expenses have added pressure to sales costs [7] - Looking ahead, the group purchasing business has shown an increase in order volume, suggesting potential improvement in performance for the second half of the year [8] - The effectiveness of the company's layout in the outdoor sector and its ability to break through in a market already dominated by brands like Arc'teryx and ANTA remain to be tested [8] - As workplace dress codes become more relaxed and outdoor and sports leisure styles become mainstream, the consumption frequency and customer base for traditional suits and shirts are continuously declining [8] Industry Context - In this industry backdrop, Baoxini's transformation journey presents both opportunities and challenges [9]

Core Viewpoint - The stock of Baoxiniang has experienced a decline in recent trading sessions, with significant net outflows of capital and a notable drop in year-to-date performance [1][2]. Group 1: Stock Performance - On September 30, Baoxiniang's stock fell by 2.16%, trading at 4.08 CNY per share, with a total transaction volume of 205 million CNY and a turnover rate of 4.20%, resulting in a market capitalization of 5.954 billion CNY [1]. - Year-to-date, Baoxiniang's stock price has decreased by 6.42%, with an 11.11% drop over the last five trading days, a 7.65% increase over the last 20 days, and a 6.53% increase over the last 60 days [1]. Group 2: Financial Performance - For the first half of 2025, Baoxiniang reported a revenue of 2.391 billion CNY, a year-on-year decrease of 3.58%, and a net profit attributable to shareholders of 197 million CNY, down 42.66% year-on-year [2]. - Since its A-share listing, Baoxiniang has distributed a total of 2.325 billion CNY in dividends, with 832 million CNY distributed in the last three years [3]. Group 3: Shareholder Information - As of June 30, 2025, Baoxiniang had 64,200 shareholders, an increase of 1.74% from the previous period, with an average of 18,364 circulating shares per shareholder, a decrease of 18.42% [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited holds 12.914 million shares, a decrease of 20.306 million shares from the previous period, while Southern CSI 1000 ETF increased its holdings by 3.1329 million shares to 10.7725 million shares [3].

Core Points - The company held its ninth board meeting on September 29, 2025, with all seven directors present, approving several important proposals [1] - The board approved the revision and establishment of multiple internal regulations, including the internal audit system and the management system for securities investment and derivatives trading [1] - A total of ten regulations were revised or newly established, which will be submitted for review at the third extraordinary general meeting of shareholders in 2025 [1] - The proposal to amend the company's articles of association was also unanimously approved and will be submitted for shareholder review [1] - The board decided to convene the third extraordinary general meeting of shareholders in 2025, with details available on various financial news platforms [1] - The adjustments to the company's regulations and articles of association are significant for the company's future operations and development, making the upcoming shareholder meeting's outcomes noteworthy for the market [1]

公司章程修正案 报喜鸟控股股份有限公司（以下简称"公司"）于 2025 年 9 月 29 日召开第九 届董事会第二次会议，审议通过了《关于修订<公司章程>的议案》。为进一步完 善公司治理规范，公司根据《公司法》、《证券法》、《深圳证券交易所股票上市规 则》、《上市公司章程指引（2025 年修订）》等有关法律法规、规范性文件等有关 规定，结合实际情况对《公司章程》进行修订，主要条款修订如下： 报喜鸟控股股份有限公司 | 序号 | 原公司章程条款 | 修订后公司章程条款 | | --- | --- | --- | | | 第四十五条 公司下述对外投资、收购出售资产、资产抵押、 | 第四十五条 公司发生对外投资、收购出售资 | | | 对外担保、委托理财、关联交易、对外捐赠事项，须经公司股 | 产、资产抵押、对外担保、委托理财、关联交易、 | | | 东会审议通过： | 对外捐赠等交易事项达到下述标准，须经公司股东 | | | （一）下列对外担保事项： | 会审议通过： | | | （1）公司及其控股子公司的对外担保总额，达到或超过 | （一）下列对外担保事项： | | | 最近一期经审计净资产的 50%以后提供的 ...

证券代码：002154 证券简称：报喜鸟 公告编号：2025-043 报喜鸟控股股份有限公司 关于召开2025 年第三次临时股东会的通知公告 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。 一、召开会议的基本情况 1、股东会届次：2025年第三次临时股东会 网络投票时间： （1）通过深圳证券交易所交易系统进行网络投票的时间：2025年10月15日 9:15—9:25、9:30—11:30 和13:00—15:00； （2）通过深圳证券交易所互联网投票系统投票的时间：2025年10月15日 9:15-15:00期间的任意时间。 5、会议的召开方式：本次股东会采用现场表决与网络投票相结合的方式召 开。公司股东应选择现场投票、网络投票中的一种方式，如果同一表决权出现重 复投票表决的，以第一次投票表决结果为准。 6、会议的股权登记日：本次股东会的股权登记日为2025年10月9日（星期四）。 7、出席对象： （1）截至2025年10月9日下午收市时在中国证券登记结算有限责任公司深圳 分公司登记在册的本公司全体股东。上述本公司全体股东均有权出席股东会并参 加表决，并可以以 ...

证券代码：002154 证券简称：报喜鸟 公告编号：2025——042 报喜鸟控股股份有限公司 第九届董事会第二次会议决议公告 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。 一、董事会会议召开情况 报喜鸟控股股份有限公司（以下简称"公司"）于 2025 年 9 月 26 日以专人送 达或邮件形式发出了召开第九届董事会第二次会议的通知，会议于 2025 年 9 月 29 日以现场结合通讯方式召开，应出席董事 7 名，实际出席董事 7 名。会议的 召集、召开程序及出席的董事人数符合有关法律、行政法规、部门规章、规范性 文件和公司章程的规定，合法、有效。会议由公司董事长兼总经理吴志泽先生主 持，高级管理人员列席了会议。 二、董事会会议审议情况 经全体出席会议的董事审议表决，形成以下决议： 1、审议通过了《关于修订、制定及废止公司部分制度的议案》； 本次修订了《内部审计制度》、《证券投资与衍生品交易管理制度》、《投资者 关系管理制度》、《独立董事工作制度》、《董事会秘书工作制度》、《关联交易决策 制度》、《募集资金管理制度》；制定了《信息披露暂缓与豁免管理制度》、《 ...