法律意见书 法律意见书 北京和儒律师事务所 关于东易日盛家居装饰集团股份有限公司 2025年第二次临时股东会之 北 京 和 儒 律 师 事 务 所 二〇二五年十二月 法律意见书 北京和儒律师事务所 关于东易日盛家居装饰集团股份有限公司 2025年第二次临时股东会之 法律意见书 致：东易日盛家居装饰集团股份有限公司 北京和儒律师事务所（以下简称"本所"）接受东易日盛家居装饰集团股 份有限公司（以下简称"公司"）的委托，指派律师出席了公司于2025年12月3 日召开的2025年第二次临时股东会（以下简称"本次股东会"），并依据《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》 ）等我国法律、行政法规、规章、规范性文件以及现行有效的《东易日盛家居 装饰集团股份有限公司公司章程》（以下简称《公司章程》）的有关规定，就 公司本次股东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与本次股东会有关的文 件资料。公司已向本所保证所提供给本所的文件和材料是真实、准确、完整和 有效的，且文件材料为副本或复印 ...

证券代码：002713 证券简称：*ST 东易 公告编号：2025-094 东易日盛家居装饰集团股份有限公司 关于2025年第二次临时股东会决议的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、误导性陈 述或者重大遗漏。 特别提示 ： 1、本次股东会没有增加、变更或否决议案的情况； 2、本次股东会不涉及变更前次股东会决议。 一、会议召开情况 1、会议时间： （1）现场会议召开时间：2025 年 12 月 3 日（星期三）下午 14:00 （2）网络投票时间：2025 年 12 月 3 日 其中，通过深圳证券交易所（以下简称"深交所"）交易系统进行网络投票 的具体时间为 2025 年 12 月 3 日上午 9:15-9:25，9:30-11:30 和下午 13:00-15:00； 通过深交所互联网投票系统进行网络投票的具体时间为 2025 年 12 月 3 日上午 9:15 至下午 15:00 的任意时间。 2、现场会议地点：北京市朝阳区酒仙桥北路甲 10 号院电子城 IT 产业园 C3B 座东易日盛会议室 3、会议召开方式：现场表决和网络投票相结合的方式 4、会议召集人：公司董事会 5 ...

Core Viewpoint - Dongyi Risheng Home Decoration Group Co., Ltd. is undergoing a restructuring process to address its financial difficulties and avoid delisting risks, with a focus on transforming its business model through AI and computing power integration [1][2][3]. Group 1: Company Overview and Financial Situation - Founded in 1996, Dongyi Risheng is a pioneer in China's home decoration industry and was the first listed company in the sector in 2014 [2]. - The company has faced significant financial challenges, with cumulative net losses exceeding 1.5 billion yuan from 2022 to 2024 [2]. - The current predicament reflects the broader struggles of traditional home decoration companies in a stagnant market [2]. Group 2: Restructuring Process - The company initiated a pre-restructuring process on October 18, 2024, to address its financial crisis [2]. - In March 2025, Beijing Huazhu Technology Co., Ltd. committed to investing 345 million yuan to acquire approximately 15.77% of the company's shares, aiming to inject resources for the "AI home decoration + computing power" transformation [2]. - By November 2025, the total restructuring investment of approximately 1.412 billion yuan was fully deposited into the management account, indicating substantial progress in the restructuring efforts [2][3]. Group 3: Regulatory Environment and Strategic Focus - The restructuring plan aligns with recent regulatory guidelines aimed at ensuring substantial improvements and quality enhancements in listed companies undergoing restructuring [3][4]. - The plan emphasizes the importance of stabilizing the core home decoration business while integrating new technologies such as AI and supply chain optimization [5]. - The investment strategy includes a clear debt repayment path, with specific arrangements for different categories of creditors to maximize the protection of their rights [6]. Group 4: Key Assets and Future Prospects - A significant asset to be injected is the Intelligent Computing Center project located in Inner Mongolia, which is part of the national data center cluster [6]. - The restructuring plan includes a balanced repayment arrangement for debts, ensuring full cash repayment for employee and social security debts, while allowing for equity swaps for larger debts [6]. - Successfully navigating the restructuring could preserve a vital market player and maintain stability in the industry chain, benefiting employment and consumer relations [6].

*ST东易盘中涨停，上演"地天板"，成交额超7.3亿元。 ...

Market Overview - The decoration and renovation sector experienced a decline of 0.63% on December 2, with *ST Dongyi leading the drop [1] - The Shanghai Composite Index closed at 3897.71, down 0.42%, while the Shenzhen Component Index closed at 13056.7, down 0.68% [1] Stock Performance - Notable gainers included Hainan Development, which rose by 3.85% to a closing price of 14.58, with a trading volume of 916,400 shares and a turnover of 1.312 billion [1] - Conversely, *ST Dongyi saw a significant decline of 5.02%, closing at 11.72, with a trading volume of 819,000 shares and a turnover of 979 million [2] Capital Flow - The decoration and renovation sector saw a net inflow of 22.5473 million from institutional investors, while retail investors experienced a net outflow of 26.271 million [2][3] - The main capital inflow was observed in Hainan Development, with a net inflow of 11.61%, while *ST Dongyi had a net outflow of 1.39% from retail investors [3]

Group 1 - Enjie Co., Ltd. is planning to acquire 100% equity of Zhongke Hualian and will suspend trading from December 1, 2025 [3] - ST Tianrui's controlling shareholder is planning a change in company control, leading to a trading suspension from December 1, 2025, expected to last no more than two trading days [4] - Jiarong Technology intends to raise no more than 1 billion yuan through a private placement and acquire 100% of Hangzhou Lanran [5] Group 2 - Baillie Gifford's subsidiary received a milestone payment of $250 million related to a collaboration agreement with Bristol-Myers Squibb [6] - Jiangxi Copper is planning to acquire shares of the overseas listed company SolGold Plc, with a non-binding cash offer of 26 pence per share [7][8] - China Shenhua's subsidiary successfully completed a 168-hour trial run of the No. 3 unit of the Beihai Phase II project, which is a key energy development project in Guangxi [9] Group 3 - Huayang Co., Ltd. has launched a high-performance carbon fiber project with an annual production capacity of 200 tons [11] - Dameng Data announced the release of its general manager from detention by the local supervisory committee [12] Group 4 - Zhongwei Company plans to reduce its stake by up to 1% through a block trade [13] - Yulide's board members plan to reduce their holdings by no more than 0.0313% of the company's total shares [14] - Saint Noble Bio's executives plan to reduce their holdings by no more than 0.024% of the company's total shares [15] Group 5 - Aoride plans to sign a comprehensive technical service agreement with a total amount of approximately 635 million yuan [16]

Group 1 - Daqian Ecological announced the resignation of Chairman Zhang Yuan due to personal reasons, affecting his roles in the board and strategic committee [1] - Daqian Ecological, established in October 1988, focuses on urban renewal, rural revitalization, and ecological restoration [1] Group 2 - Haili Biological plans to use up to 500 million yuan of idle funds to invest in financial products issued by banks, brokers, trusts, and fund companies [1] - Haili Biological, founded in July 1981, specializes in in vitro diagnostic reagents and oral tissue repair and regeneration materials [1] Group 3 - Xianglou New Materials' application for a private placement of shares has been accepted by the Shenzhen Stock Exchange [2] - Xianglou New Materials, established in December 2005, is engaged in the research, production, and sales of customized precision stamping new materials [3] Group 4 - Zhuochuang Information has submitted an application for H-share listing to the Hong Kong Stock Exchange [4] - Zhuochuang Information, founded in April 2004, provides market data monitoring, trading price evaluation, industry data analysis, and research [4] Group 5 - Zhongwei Company plans to reduce its shareholding by up to 626,150 shares, representing 1% of the total share capital [5] - Zhongwei Company, established in May 2004, focuses on the research, production, and sales of high-end semiconductor equipment and related products [5] Group 6 - Jiarong Technology intends to raise up to 1 billion yuan through a private placement to acquire 100% of Hangzhou Lanran [6] - Jiarong Technology, founded in February 2005, specializes in membrane separation equipment and high-performance membrane components [6] Group 7 - Dameng Data's director and general manager Pi Yu has had his detention lifted by the local supervisory committee [7] - Dameng Data, established in November 2000, provides various database software, cloud computing, big data products, and related technical services [7] Group 8 - Huayang Co. has launched a 200-ton annual production project for high-performance carbon fiber [8] - Huayang Co., founded in December 1999, is involved in coal production, power generation, and renewable energy technologies [8] Group 9 - Saintno Biological's executives plan to collectively reduce their holdings by up to 37,600 shares, which is 0.024% of the total share capital [9] - Saintno Biological, established in July 2001, focuses on the research, production, and sales of peptide raw materials and formulations [9] Group 10 - *ST Dongyi is in the process of signing a comprehensive technical service agreement worth 635 million yuan [10] - *ST Dongyi, founded in November 1996, provides comprehensive home decoration services [11] Group 11 - Jiangxi Copper is attempting to acquire all shares of London-listed SolGold, with a recent offer of 26 pence per share [12] - Jiangxi Copper, established in January 1997, specializes in copper and gold mining, smelting, and processing [12] Group 12 - China Shenhua's subsidiary has successfully completed a 168-hour trial run of its power generation unit [13] - China Shenhua, founded in November 2004, is involved in coal and electricity production and sales [13] Group 13 - Baile Tianheng's subsidiary has received a milestone payment of 250 million USD from BMS [14] - Baile Tianheng, established in August 2006, focuses on innovative biopharmaceuticals and chemical preparations [14] Group 14 - Yulide's directors plan to reduce their holdings by up to 35,000 shares, representing 0.0313% of the total share capital [15] - Yulide, founded in December 2003, specializes in the research, production, and sales of testing and measuring instruments [15] Group 15 - Aters plans to establish joint ventures with its controlling shareholder to adjust its U.S. market operations [15] - Aters, established in April 2006, focuses on lithium-ion battery separator products and sterile packaging [15] Group 16 - Enjie Co. is planning to acquire 100% of Zhongke Hualian's shares, leading to a stock suspension [16] - Enjie Co., founded in April 2006, specializes in lithium-ion battery separator products and sterile packaging [16] Group 17 - ST Tianrui's controlling shareholder is planning a change in company control, resulting in a stock suspension [16] - ST Tianrui, established in July 2006, focuses on analytical testing instruments and environmental governance [17]

Core Viewpoint - *ST Dongyi faces potential bankruptcy due to the failure of its restructuring process, which could lead to the termination of its stock listing if liquidation occurs [1] Group 1: Restructuring Process - The court has officially accepted *ST Dongyi's restructuring application, which aims to improve its asset-liability structure for sustainable development [1] - The restructuring process involves multiple stages, including drafting a restructuring plan, creditor meetings, and court rulings, where any obstruction could lead to failure [1] Group 2: Stock Price Volatility - Following the announcement of selecting restructuring investors on September 26, the stock price surged from around 5 yuan to over 18 yuan, marking an increase of nearly 260% [1] - The stock experienced significant volatility, with 24 trading days of price increases within 29 days, followed by a series of six consecutive trading days of price declines [1] Group 3: Investment and Asset Injection - The core driver of the stock price surge is the market's optimistic expectation regarding the restructuring and asset injection, particularly the donation of the Helinger Intelligent Computing Center [2] - Despite the signed investment agreement, there are risks related to the inability of restructuring investors to fulfill their obligations, and the potential for the agreement to be terminated or deemed ineffective [2] Group 4: Risks Associated with the Computing Center - The Helinger Intelligent Computing Center, which is yet to be completed, poses risks of insufficient future funding and extended construction timelines [3] - Increased market competition may lead to underutilization of the computing center's cabinets, potentially resulting in lower-than-expected profitability [3] - The ability to secure new orders and the overall profitability may be affected by the lack of qualifications of the listed company and the competitive market environment [3]

Major Events - Enjie Co., Ltd. is planning to acquire 100% equity of Zhongke Hualian and will suspend trading starting December 1, 2025 due to uncertainties surrounding the transaction [4] - ST Tianrui's controlling shareholder is planning a change in company control, leading to a trading suspension starting December 1, 2025, expected to last no more than two trading days [5] - Jiarong Technology intends to raise no more than 1 billion yuan through a private placement and acquire 100% of Hangzhou Lanran [6][7] - Baili Tianheng's wholly-owned subsidiary received a milestone payment of 250 million USD from BMS related to a collaboration agreement [8] - Jiangxi Copper is planning to acquire shares of the overseas listed company SolGold Plc, with a non-binding cash offer of 26 pence per share, currently in the informal offer stage [9] - China Shenhua's subsidiary successfully completed a 168-hour trial run of its power generation unit, marking a significant milestone in its expansion project [10] - ST Dongyi faces the risk of bankruptcy due to unsuccessful restructuring efforts, which could lead to stock delisting [11] - Huayang Co., Ltd. has launched a high-performance carbon fiber project with an annual production capacity of 200 tons, applicable in various high-tech fields [12] - Dameng Data's general manager has had his detention lifted by the local authorities [13] Shareholding Changes - Zhongwei Company plans to reduce its stake by no more than 1% through block trading, equating to approximately 6.26 million shares [14] - Yulide's directors plan to collectively reduce their holdings by no more than 0.0313%, totaling up to 35,000 shares [15] - Shengnuo Bio's vice president and a board member plan to reduce their holdings by no more than 0.024%, totaling up to 37,600 shares [16] Major Contracts - Aoride plans to sign a comprehensive technical service agreement with Company X, with a total contract value of approximately 635 million yuan [17]

Core Viewpoint - Several companies are undergoing significant corporate actions, including acquisitions, capital raising, and operational milestones, which may present investment opportunities and market implications. Group 1: Corporate Actions - Enjie Co., Ltd. is planning to acquire 100% equity of Zhongke Hualian and will suspend trading starting December 1, 2025 due to uncertainties surrounding the transaction [3] - ST Tianrui's controlling shareholder is planning a change in company control, leading to a trading suspension from December 1, 2025, expected to last no more than two trading days [4] - Jiarong Technology intends to raise up to 1 billion yuan through a private placement and acquire 100% of Hangzhou Lanran, with the transaction making the latter a wholly-owned subsidiary [5] - Jiangxi Copper is in the process of making non-binding cash offers to acquire shares of SolGold Plc at 26 pence per share, currently holding 12.19% of the company [7] Group 2: Financial Milestones - Baillie Gifford's subsidiary SystImmune received a milestone payment of $250 million from Bristol-Myers Squibb related to a collaboration agreement, with potential future payments totaling up to $7.1 billion [6] Group 3: Operational Developments - China Shenhua's subsidiary successfully completed a 168-hour trial run of its 3rd unit at the Beihai Phase II project, which is a key energy development project in Guangxi [8] - Huayang Co., Ltd. has launched a 200-ton annual production project for high-performance carbon fiber, which is expected to serve various high-tech industries [11] Group 4: Shareholder Actions - Zhongwei Company’s major shareholder plans to reduce its stake by up to 1% through block trading [14] - Yulide's directors plan to collectively reduce their holdings by no more than 0.0313% of the company's total shares [15] - Saint Noble Bio's executives plan to reduce their holdings by no more than 0.024% of the company's total shares [16] Group 5: Contracts and Agreements - Aoride plans to sign a comprehensive technical service agreement with Company X, with a total contract value of approximately 635 million yuan [18]