证券代码：002301 证券简称：齐心集团 公告编号：2025-038 深圳齐心集团股份有限公司 2025 年第三次临时股东会决议公告 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。 特别提示 3、召开方式 本次股东会采取现场投票、网络投票相结合的方式召开。 1、本次股东会无增加、变更、否决提案的情况。 2、本次股东会以现场投票、网络投票相结合的方式召开。 3、为保护中小投资者利益，本次股东会部分议案采用中小投资者单独计票。 一、会议召开情况 1、召开时间 现场会议日期、时间：2025年9月22日下午14：30开始。 网络投票日期、时间：2025年9月22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9月22日9:15-9:25，9:30－11:30和13:00－15:00；通过深圳证券交 易所互联网投票系统投票的具体时间为：2025年9月22日9:15－15:00。 2、召开地点 深圳市坪山区锦绣中路 18 号齐心科技园行政楼公司八楼会议室。 4、召集人 召集人为公司第九届董事会。 5、会议主持人 会议主持人为公司董事长陈钦鹏先生 ...

深圳市深南大道 6008 号特区报业大厦 24/31/41/42 层 邮编：518034 24/31/41/42F, Tequbaoye Building, 6008 Shennan Avenue, Shenzhen, Guangdong Province 518034, China 电话/Tel: (+86)(755) 83515666 传真/Fax: (+86)(755) 83515333 网址/Website:http://www.grandall.com.cn 邮箱/Email: grandallsz@grandall.com.cn 国浩律师（深圳）事务所 关于深圳齐心集团股份有限公司 2025 年第三次临时股东会之 法律意见书 GLG/SZ/A1764/FY/2025-1250 致：深圳齐心集团股份有限公司 国浩律师（深圳）事务所（以下简称"本所"）接受深圳齐心集团股份 有限公司（以下简称"公司"）的委托，指派律师出席了公司 2025 年第三 次临时股东会（以下简称"本次股东会"）。现根据《中华人民共和国公司 法》《中华人民共和国证券法》《上市公司股东会规则》《深圳证券交易所 股票上市规则》《深圳证 ...

Market Overview - The entertainment products sector experienced a decline of 0.7% on September 22, with Jinling Sports leading the drop [1] - The Shanghai Composite Index closed at 3828.58, up 0.22%, while the Shenzhen Component Index closed at 13157.97, up 0.67% [1] Individual Stock Performance - Huali Technology saw a closing price of 29.49, with an increase of 4.28% and a trading volume of 75,900 shares, amounting to a transaction value of 222 million yuan [1] - Zhejiang Zhengte closed at 51.48, up 2.55%, with a trading volume of 8,812 shares and a transaction value of 45.15 million yuan [1] - Shuhua Sports closed at 9.75, up 1.77%, with a trading volume of 87,200 shares [1] - Jinling Sports led the decline with a closing price of 24.14, down 3.40%, and a trading volume of 112,400 shares, resulting in a transaction value of 271 million yuan [2] Capital Flow Analysis - The entertainment products sector saw a net outflow of 83.28 million yuan from institutional investors, while retail investors contributed a net inflow of 22.56 million yuan [2][3] - Major stocks like Shuhua Sports and Huali Technology had mixed capital flows, with Shuhua Sports experiencing a net inflow of 15.07 million yuan from institutional investors [3] - Retail investors showed a significant net outflow from stocks like Huali Technology, amounting to 25.45 million yuan [3]

Group 1 - The core viewpoint of the article highlights that Qixin Group has announced a transfer of shares by its controlling shareholder, indicating a stable shareholder structure and positive business outlook for future growth [1] - The top ten shareholders of the company are relatively stable, reflecting their confidence in the long-term development of the company [1] - The impairment of the company's Haoshitong business has been completed, and the current development strategy is clear [1] Group 2 - The gradual recovery of office procurement and the ramp-up of other business segments are expected to contribute to the company's future performance growth [1] - The company is a leader in the domestic B2B office supplies sector, with a rich reserve of central enterprise clients, which supports the stable development of its long-term performance [1] - It is anticipated that with the increase in the proportion of proprietary brands and the gradual expansion of high-value-added products such as MRO industrial goods and employee benefits, the company's profitability is expected to improve over time [1] - The recommendation to maintain a "buy" rating reflects the positive outlook on the company's growth potential [1]

Core Viewpoint - The recent capital operations of Qixin Group, including a discounted share transfer and an employee stock ownership plan, reflect deep considerations regarding family equity restructuring, performance turnaround, and team incentives amid two years of performance pressure [2][3][9]. Group 1: Capital Operations - On September 20, Qixin Group announced that its controlling shareholder transferred 5% of shares to Cai Xiaoling at a price of 6.13 yuan per share, a 9.32% discount compared to the previous trading day's price of 6.76 yuan, resulting in a cash-out of 221 million yuan [2][4]. - The funds from the share transfer will be used for daily operations and to repay stock pledge loans, aiming to reduce the stock pledge ratio [2][5]. - Cai Xiaoling, the recipient of the shares, is the spouse of the late brother of the actual controller, indicating that the share transfer may be part of a family asset distribution [3][5]. Group 2: Employee Stock Ownership Plan - On September 6, Qixin Group introduced an employee stock ownership plan allowing 180 core employees to purchase shares at 3.60 yuan each, which is 50% of the average price over the previous 120 trading days [6][8]. - The plan includes stringent performance targets, requiring a net profit increase of 123% to 140 million yuan for 2025 and an 8% revenue growth for 2026 [6][8]. - This aggressive incentive strategy aims to address the company's current growth bottlenecks, particularly in the B2B sector, where growth has been sluggish [6][7]. Group 3: Financial Performance - Qixin Group has faced a decline in profitability, with a net profit drop of 18.32% in 2024 and a further 7.66% decline in the first half of 2025 [4][7]. - The company reported a slight revenue increase of 2.69% to 11.397 billion yuan in 2024, but net profit fell to 62.82 million yuan [7]. - The first half of 2025 saw a revenue decline of 4.49%, highlighting the challenges in transitioning from traditional office supplies to new business models [7][9]. Group 4: Strategic Intent - The dual capital operations indicate a strategic intent to manage family wealth while simultaneously signaling a commitment to performance improvement through employee incentives [6][9]. - The company is under pressure to deliver on ambitious performance targets, which, if unmet, could undermine team morale and the effectiveness of the incentive plan [9]. - The effectiveness of these operations will depend on the transparency of fund usage and the ability to meet performance commitments, as the company navigates a critical period of equity governance and business transformation [9].

Group 1 - Guanzhong Ecological is planning a change in control and will suspend trading from September 22, 2025, for up to two trading days [1] - Sunflower intends to acquire 100% equity of Xipu Materials and 40% equity of Beid Pharmaceutical, with trading resuming on September 22, 2025 [1] - Jintou City Development is adjusting its major asset restructuring plan [1] - Zhongke Tongda has terminated its major asset restructuring project [1] Group 2 - Huitian Co., Ltd. and other companies are planning to list in Hong Kong [2] - Taotao Automotive has approved its application for an initial public offering of H shares in Hong Kong [2] - Longxun Co., Ltd. is also planning to issue H shares and apply for listing in Hong Kong [2] Group 3 - Four companies will receive risk warnings, including Fudan Fuhua, which will change its stock name to ST Fuhua and be subject to a 5% price limit [3][4] - Juewei Food will also change its stock name to ST Juewei and be subject to a 5% price limit [3] - Chuangyi Information will change its stock name to ST Chuangyi and be subject to a 20% price limit [4] - Sikui will change its stock name to ST Sikui and be subject to a 20% price limit [4] Group 4 - Multiple companies are undergoing executive personnel changes, including China Petroleum, where Huang Yongzhang has resigned as president [6] - Huashan City A has seen the resignation of its chairman and vice chairman due to retirement and job changes [6] - China Ruilin's chairman has resigned due to age reasons [6] Group 5 - Sunflower is planning a major asset restructuring involving the acquisition of Xipu Materials and Beid Pharmaceutical, focusing on high-end semiconductor materials [9] - Jintou City Development is adjusting its major asset restructuring plan to sell real estate assets while retaining property management [10] - Zhongke Tongda has terminated its planned acquisition of a technology company due to failure to reach agreement on key terms [11] Group 6 - ST King Kong has been accepted for reorganization by the court, and its stock will be subject to additional delisting risk warnings [12] - ST New Power is under investigation by the China Securities Regulatory Commission for information disclosure violations [14] - Zhenlei Technology's chairman is under detention but the company states that control has not changed [14] Group 7 - Guotai Environmental has had its chairman's detention lifted, allowing him to resume duties [15] - Pingming Technology is planning a major matter that may lead to a change in control, resulting in continued suspension of trading [15] Group 8 - Shunhao Co., Ltd. plans to repurchase shares with a total amount between 100 million and 200 million yuan [16] - Baoli International is considering an investment in semiconductor testing equipment company Hongtai Technology [16] - Jindi Co., Ltd. is acquiring control of Guangzhou Yuni Precision Co., Ltd. [17] Group 9 - SF Holding reported a revenue of 24.787 billion yuan in August 2025, a year-on-year increase of 7.86% [18] - China Oil Engineering signed an EPC contract worth 513 million USD for a gas pipeline project in the UAE [18] - Linyang Energy is a recommended candidate for a procurement project with a total expected amount of approximately 142 million yuan [19] Group 10 - Wuzhou Transportation's major shareholder plans to increase its stake with a loan commitment of up to 153 million yuan [21] - Shanxi Fenjiu's shareholder plans to reduce its stake by up to 16.2006 million shares [21][22]

Group 1 - The company announced a share transfer agreement where the controlling shareholder, Qixin Holdings, will transfer 36.07 million shares at a price of 6.13 CNY per share, representing 5% of the total share capital [1] - After the transfer, Qixin Holdings' shareholding will decrease from 42.93% to 37.93%, while the actual controller, Chen Qinpeng, will increase his shareholding in Qixin Holdings to 71%, enhancing management stability [1] - The top ten shareholders remain relatively stable, indicating confidence in the company's long-term development [1] Group 2 - The company has completed the impairment of its business, with a clear development strategy focusing on expanding MRO business and enhancing penetration in quality central enterprise clients [2][3] - The company aims to leverage its customer base from office procurement to boost MRO business, with significant clients including State Grid and China Southern Power Grid [4] - The company is actively developing its own brands and cultural IPs, collaborating with popular IPs to create appealing stationery products [5] Group 3 - The company is expanding its overseas presence through cross-border e-commerce, establishing partnerships with platforms like Amazon, eBay, and Shopee, with international business revenue expected to exceed 657 million CNY in 2024 [6] - The company has implemented an employee stock ownership plan, granting 9.6 million shares to key personnel, with performance targets set for revenue growth in 2025 and 2026 [7] - The company is positioned as a leader in the domestic B2B office supplies sector, with a strong reserve of central enterprise clients, which is expected to stabilize long-term performance [8]

Core Points - The controlling shareholder of Qixin Group, Qixin Holdings, plans to transfer 36.07 million shares, representing 5% of the company's total equity, at a price of 6.13 CNY per share to Cai Xiaoling [1][2] - After the transfer, Qixin Holdings will hold 212 million shares, accounting for 29.36% of the total equity, while Cai Xiaoling will become a major shareholder with over 5% ownership [1][2] - The transfer price represents a discount of 9.32% compared to the current stock price of 6.76 CNY per share, resulting in Qixin Holdings cashing out approximately 221 million CNY [2] Shareholder Changes - Cai Xiaoling's shareholding will increase from 0% to 36.07 million shares, or 5% of the total equity [2] - Qixin Holdings and its concerted actors will collectively hold 274 million shares, which is 37.93% of the total equity after the transfer [1][2] Financial Performance - In 2024, Qixin Group is projected to achieve a revenue of 11.397 billion CNY, a year-on-year increase of 2.69%, while the net profit attributable to shareholders is expected to be 62.82 million CNY, a decrease of 18.32% [3] - For the first half of the year, the company reported a revenue of 4.773 billion CNY, a decline of 4.49%, and a net profit of 87.49 million CNY, down 7.66% year-on-year [3]

Group 1 - The China Securities Regulatory Commission (CSRC) is accelerating the new round of capital market reform and opening up to better serve the economy's continuous recovery [1][2] - The People's Bank of China announced adjustments to the 14-day reverse repurchase operations to maintain ample liquidity in the banking system [2] - The State Administration of Foreign Exchange reported that in August, China's foreign exchange market operated smoothly, with a net inflow of cross-border funds of 3.2 billion USD [2] Group 2 - The Ministry of Transport has issued a plan for building high-quality data sets in the transportation sector, focusing on various business areas including infrastructure and green low-carbon initiatives [3] - The China Financial Futures Exchange announced the listing of several stock index futures and options contracts on September 22, 2025, with specific benchmark prices set for each contract [4] - The Shanghai Stock Exchange has optimized the bond repurchase business, allowing for repurchase under certain market conditions to stabilize market fluctuations [4] Group 3 - The Ministry of Commerce reported that from January to August 2025, the number of newly established foreign-invested enterprises increased by 14.8%, while the actual use of foreign capital decreased by 12.7% [5] - Tianpu Co., Ltd. has experienced a stock price increase for 13 consecutive trading days, raising significant trading risks and deviating from the company's fundamentals [6] - Zhongke Tongda announced the termination of a major asset restructuring plan due to failure to reach agreement on core terms with the counterparty [6] Group 4 - Xibu Materials announced a major asset restructuring plan for its subsidiary, with stock suspension starting September 22 [6] - Qixin Group's controlling shareholder plans to transfer 36.07 million shares, reducing its stake in the company [7] - Santong Cable's controlling shareholder has increased its stake to become the largest shareholder after a series of stock transactions [8] Group 5 - Longda Food has decided to abandon the acquisition of a stake in a subsidiary due to high debt levels and a focus on its core food business [9] - Baoli International's board approved an investment in semiconductor testing equipment, reflecting confidence in the industry [10] - CITIC Securities reported that Hong Kong stocks showed signs of recovery in the first half of the year, with positive growth in net profit margins and return on equity [10]

Core Viewpoint - The announcement details the transfer of 36,070,000 shares, representing 5.00% of the total share capital of Qixin Group, from the controlling shareholder Qixin Holdings to Cai Xiaoling at a price of 6.13 yuan per share, reflecting confidence in the company's long-term development and investment value [2][5][19]. Summary by Sections 1. Basic Information of the Share Transfer - Qixin Holdings signed a share transfer agreement with Cai Xiaoling on September 19, 2025, to transfer 36,070,000 unrestricted circulating shares at a price of 6.13 yuan per share [2][5]. - The total transfer price amounts to 221,109,100 yuan (approximately 221.11 million yuan) [12]. 2. Shareholding Changes - Before the transfer, Qixin Holdings held 247,845,097 shares (34.36% of total shares). After the transfer, it will hold 211,775,097 shares (29.36%) [3][19]. - Cai Xiaoling will become a significant shareholder with 36,070,000 shares (5.00%) post-transfer [3][19]. 3. Relationship and Control - Cai Xiaoling is not in a concerted action relationship with Qixin Holdings, as her marriage to the late Chen Qinfang has been dissolved [4][9]. - The transfer does not affect the actual control of the company, and the governance structure remains stable [4][21]. 4. Compliance and Regulatory Aspects - The transfer is subject to compliance confirmation by the Shenzhen Stock Exchange before registration with the China Securities Depository and Clearing Corporation [4][25]. - The transaction does not trigger a mandatory tender offer and does not change the controlling shareholder or actual controller [4][19]. 5. Future Commitments - Cai Xiaoling has committed not to reduce her shareholding for 12 months following the transfer [16][25]. - The funds from the share transfer will be used for Qixin Holdings' financial planning needs [20].