上海市锦天城律师事务所 关于安徽德力日用玻璃股份有限公司 2025 年第二次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：02120511000 传真：02120511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于安徽德力日用玻璃股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：安徽德力日用玻璃股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受安徽德力日用玻璃股份 有限公司（以下简称"公司"）的委托，根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规、规范 性文件和《安徽德力日用玻璃股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，指派律师列席公司 2025 年第二次临时股东大会（以下简称"本次 股东大会"），对本次股东大会相关事项进行见证，并依法出具本法律意见书。 本法律意见书仅就本次股东大会的召集和召开程序、出席本次股东大会人员 的资格、召集 ...

证券代码：002571 证券简称：德力股份 公告编号：2025-034 安徽德力日用玻璃股份有限公司 2025 年第二次临时股东大会决议公告 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。 一、重要提示 1、为尊重中小投资者利益，提高中小投资者对公司股东大会决议的重大事 项的参与度，本次股东大会采用中小投资者单独计票,并就中小投资者的投票结 果进行了单独计票。中小投资者是指除上市公司董事、监事、高级管理人员，或 单独或合计持有上市公司5%以上股份的股东以外的其他股东。 2、对本次会议投反对票的中小投资者可以通过下列联系方式同公司取得联 系，公司将认真研究中小投资者意见，提高决策的科学性，民主性。 互动邮箱：deli@deliglass.com 互动电话：0550-6678809 3、本次会议上无否决或修改议案的情况。 4、本次会议上没有新提案提交表决。 5、"公司"或"本公司"均指安徽德力日用玻璃股份有限公司 二、会议召开情况 1、会议通知情况: 公司董事会于2025年7月25日在《证券时报》和巨潮资讯 网上刊登了《关于召开2025年第二次临时股东大会的公告》 ...

Group 1 - The stock price of Delixi Co., Ltd. closed at 6.29 yuan on August 8, down 0.63% from the previous trading day [1] - The trading volume on that day was 124,900 hands, with a transaction amount of 78 million yuan [1] - Delixi Co., Ltd. is primarily engaged in the research, production, and sales of household light industrial products, covering multiple categories [1] Group 2 - The company plans to invest in a new project in Egypt [1] - Delixi Co., Ltd. indicated on its interactive platform that the number of shareholders will be disclosed in the periodic report [1] - On August 8, the net inflow of main funds was 1.9972 million yuan, with a cumulative net inflow of 35.4884 million yuan over the past five trading days [1]

Core Viewpoint - The company, Delixi Co., Ltd. (002571), announced plans to invest in a new project in Egypt as stated in their response to investor inquiries on August 8 [1] Group 1 - The company is planning to establish a new project in Egypt [1] - The announcement was made through the company's interaction platform, indicating transparency in communication with investors [1] - Investors are encouraged to refer to the company's previously disclosed announcements for more details [1]

Group 1 - The company, Delixi Co., announced on August 8 that it will disclose the number of shareholders in its periodic reports [2]

Investment Overview - Anhui Delixi Daily Glass Co., Ltd. approved the establishment of two wholly-owned subsidiaries: Delixi (Beihai) Glass Co., Ltd. and Delixi Pharmaceutical Glass Co., Ltd., with an investment of 100 million yuan each [1] - The company has decided to terminate the investment projects for both subsidiaries due to market changes and strategic considerations [2][3] Termination Reasons - Both projects have not commenced substantial construction, and the expected returns have significantly changed, leading to increased uncertainty [2] - The company has also canceled plans for a private placement to raise funds for the Delixi Pharmaceutical Glass project due to market conditions [2] Investment Status and Future Plans - As of June 30, 2025, the investment status is as follows: - Beihai Company: Registered capital of 100 million yuan, invested 102.787 million yuan, with a loss of 25.39 million yuan - Delixi Pharmaceutical Glass: Registered capital of 50 million yuan, fully invested with no profit [2] - The Beihai Company will sign agreements with the local government to repurchase land at the original auction price of 95 million yuan by October 30, 2025 [2] Impact of Termination - The termination of these projects is a strategic adjustment based on market changes and will not adversely affect the company's operations or harm minority shareholders' interests [3]

Transaction Overview - The company plans to sell 100% equity of its wholly-owned subsidiary, De Rui Mining, for a total price of 135 million yuan to Fengyang Mining Investment Holding Co., Ltd. This transaction aims to focus on the company's main business development and improve asset utilization efficiency [1][2] - The transaction does not involve related party transactions and does not constitute a major asset restructuring as defined by relevant regulations, thus no approval from regulatory authorities is required [2] Financial Summary of De Rui Mining - As of April 30, 2025, De Rui Mining's total assets were approximately 168.15 million yuan, total liabilities were about 111.75 million yuan, and net assets were around 168.15 million yuan. The company reported a net profit of approximately 1.45 million yuan for the same period [2] - The financial data indicates that De Rui Mining had no operating income as of the reporting date [2] Valuation and Pricing - The transfer price of 135 million yuan is based on an asset appraisal report from Walker (Beijing) International Asset Appraisal Co., Ltd., which valued De Rui Mining's total equity at approximately 155.50 million yuan as of April 30, 2025 [8][9] - The valuation utilized the asset-based approach, with a decrease in the value of non-current assets and total assets compared to their book values [8][9] Transaction Agreement Details - The agreement stipulates that the buyer will pay 40% of the transfer price (54 million yuan) within 10 working days after the agreement is signed, and the remaining 60% (81 million yuan) within 60 days [10] - The agreement includes provisions for the handling of undistributed profits and tax responsibilities related to the transaction [10][11] Impact on the Company - This transaction is expected to optimize resource allocation, enhance cash flow for the main business, and align with the company's strategic development plans. It will not affect the company's normal production and operations, nor will it involve personnel placement or debt restructuring [12] - The transaction is anticipated to result in an estimated loss of approximately 6.5 million yuan, but it is not expected to have a significant adverse impact on the company's financial status or operations [12]

Core Viewpoint - The company plans to sell its wholly-owned subsidiary, De Rui Mining Co., Ltd., for a total transaction price of 135 million yuan to optimize resource allocation and improve cash flow for its main business [1][2]. Summary by Sections Basic Situation Overview - The company will transfer 100% equity of De Rui Mining for 135 million yuan, after which it will no longer hold any shares in De Rui Mining, and the latter will be excluded from the company's consolidated financial statements [1]. External Guarantee Basic Situation - The company previously provided a loan guarantee for De Rui Mining's associate company, Zhongdu Ruihua Mining Development Co., Ltd., with a maximum guarantee amount of 240 million yuan based on a 30% equity stake [2]. - As of the announcement date, the company has a guarantee balance of 143.13 million yuan for De Rui Mining [3]. Transaction Target Basic Situation - As of April 30, 2025, De Rui Mining's total assets were approximately 168.15 million yuan, total liabilities were 111.75 million yuan, and net profit was approximately 1.45 million yuan [5]. Impact of External Guarantee and Follow-up Arrangements - The external guarantee is a passive result of the equity sale and will be managed through a counter-guarantee agreement with the buyer, Fengyang Mining Investment Holding Co., Ltd. [7][8]. - The company will not provide new guarantees for De Rui Mining and its associate during the approved guarantee period [7]. Board of Directors' Opinion - The board believes that the external guarantee is manageable and will not significantly impact the company's daily operations, and they will ensure the buyer fulfills the obligation to release the guarantee [10].

Core Viewpoint - Anhui Delixi Daily Glass Co., Ltd. plans to transfer its equity in Fengyang Derui Mining Co., Ltd., and an asset evaluation report has been prepared to assess the market value of the entire equity held by Fengyang Derui Mining Co., Ltd. as of April 30, 2025 [1][6]. Group 1: Evaluation Purpose and Scope - The purpose of the evaluation is to provide a value reference for the economic behavior of transferring equity in Fengyang Derui Mining Co., Ltd. [6][11]. - The evaluation object includes all equity held by Anhui Delixi Daily Glass Co., Ltd. in Fengyang Derui Mining Co., Ltd., and the evaluation scope covers all assets and related liabilities reported by Fengyang Derui Mining Co., Ltd. as of the evaluation benchmark date [6][12]. Group 2: Evaluation Method and Results - The evaluation method used is the asset-based approach, which assesses the market value of the equity based on the balance sheet as of the evaluation benchmark date [6][22]. - As of April 30, 2025, the book value of the equity of Fengyang Derui Mining Co., Ltd. is 168.15 million yuan, with the assessed value of the entire equity being 155.50 million yuan, indicating a reduction of 12.65 million yuan, or a decrease rate of 7.53% [6][10]. Group 3: Financial Overview - The financial data for Fengyang Derui Mining Co., Ltd. shows total assets of 168.15 million yuan, with current assets of 21.42 million yuan and non-current assets of 146.73 million yuan as of April 30, 2025 [13][10]. - The company has no significant liabilities, with total liabilities reported as 0.01 million yuan [10][13]. Group 4: Company Background - Anhui Delixi Daily Glass Co., Ltd. is a publicly listed company established on October 16, 2002, with a registered capital of 391.95 million yuan, primarily engaged in the manufacturing and sales of glass products [8][11]. - Fengyang Derui Mining Co., Ltd. was established on December 2, 2011, with a registered capital of 120 million yuan, focusing on the sales of non-metallic mineral products [9][11].

Key Points - The actual controller, chairman, and CEO of Juran Smart Home, Wang Linpeng, has passed away [1] - Jianghe Group's construction and decoration segment won contracts worth approximately 13.694 billion yuan in the first half of the year, representing a year-on-year increase of 6.29% [2] - Dele Shares plans to transfer 100% equity of Derui Mining to Fengyang Mining Investment [2] - Sichuan Chengyu led a consortium that won the bid for the G5 Jingkun Expressway expansion project from Chengdu to Ya'an [1] - Huai City Environmental Protection reported a net profit of 5.0204 million yuan in the first half of the year, a year-on-year decrease of 85.63% [2] - Awei Electronics intends to issue convertible bonds to raise no more than 1.901 billion yuan for the construction of a global R&D center [3] - The company Tianyi plans to participate in the e-enterprise network terminal production procurement project [1]