Core Viewpoint - The legal opinion confirms that the procedures for convening and holding the 2025 first extraordinary general meeting of shareholders of Jinfalabi Maternal and Child Products Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy and validity of the meeting and its resolutions [1][8]. Group 1: Meeting Procedures - The meeting was convened by the fifth board of directors, with a notice published 15 days prior, meeting the requirements of the Company Law and relevant regulations [3][4]. - The meeting was held on July 18, 2025, with both on-site and online voting options available for shareholders [4][5]. Group 2: Attendance and Qualifications - A total of 2 shareholders attended the meeting in person, representing 98,633,869 shares, which is 27.8607% of the total voting shares [5][6]. - An additional 221 shareholders participated via online voting, representing 2,668,956 shares, or 0.7539% of the total voting shares [5][6]. Group 3: Voting Procedures and Results - The voting was conducted through a named voting method, with results announced immediately after the voting concluded [6][7]. - The resolutions were approved with 101,041,194 shares in favor, accounting for 99.7417% of the valid votes cast [7]. - Among minority shareholders, 4,412,295 shares voted in favor, representing 94.4023% of the minority shareholder votes [7].

北京市中伦（广州）律师事务所 关于金发拉比妇婴童用品股份有限公司 2025 年第一次临时股东大会的法律意见书 致：金发拉比妇婴童用品股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）受金发拉比妇婴童用 品股份有限公司（以下简称"公司"）委托，指派本所律师邵芳、刘杰（以下简 称"本所律师"）出席公司 2025 年第一次临时股东大会（以下简称"本次股东 大会"）。本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东会规则》等有关法律、法规、规范性文件及《金发拉比妇婴童用 品股份有限公司章程》（以下简称"《公司章程》"）的规定，对公司本次股东 大会进行见证并出具法律意见。 为出具本法律意见书，本所律师审查了公司本次股东大会的有关文件和材料。 本所律师得到公司如下保证，即其已提供了本所律师认为作为出具本法律意见书 所必需的材料，所提供的原始材料、副本、复印件等材料、口头证言均符合真实、 准确、完整的要求，有关副本、复印件等材料与原始材料一致。 在本法律意见书中，本所律师仅对本次股东大会的召集、召开程序、出席本 次股东大会人员和召集人的资格、会议表决程序及表决结果是否符合《公司法 ...

证券简称：*ST 金比 证券代码：002762 公告编号：2025-042 号 金发拉比妇婴童用品股份有限公司 2025 年第一次临时股东大会决议的公告 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、误导性陈述或者重大遗漏。 金发拉比妇婴童用品股份有限公司（以下简称"公司"）《关于召开 2025 年 第一次临时股东大会的通知》于 2025 年 7 月 1 日在《中国证券报》、《证券时报》、 《上海证券报》及巨潮资讯网站上公告，本次会议如期举行。 重要提示： 1、本次股东大会采取现场投票与网络投票相结合的方式。 2、本次股东大会无新增、变更、否决提案的情况。 3、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，本次股东大会审议的相关议案对中小投资者单独计票。中小投资者 是指"除公司董事、监事、高级管理人员以及单独或者合计持有公司 5%以上股 份的股东以外的其他股东"。 一、会议召开情况 1、会议召开时间 （1）现场会议时间：2025年7月18日（星期五）下午14:30 （2）网络投票时间： 深交所交易系统：2025年7月18日9:15-9:25， 9:30 ...

Core Viewpoint - The frequent changes in control of listed companies, exemplified by *ST Jinbi's abrupt termination of its control transfer, highlight regulatory scrutiny and the complexities involved in such transactions [1][5]. Group 1: Company Specifics - *ST Jinbi announced a control transfer to Shanghai Yuanyi Chengwu Technology Co., Ltd. on June 6, 2023, but this was terminated less than two months later due to regulatory issues concerning the acquirer's actual controller [2][3]. - The company, established in 1996, focuses on mid-to-high-end maternal and infant products, with brands including "LABI BABY," "I LOVE BABY," and "BABY LABI" [2]. - The proposed share transfer involved 47.085 million shares, representing 13.30% of the total share capital, at a price of 7.34 yuan per share, totaling 346 million yuan [2][3]. Group 2: Regulatory Issues - The Shenzhen Stock Exchange issued a regulatory letter to Yuanyi Chengwu and its actual controller, Chen Keru, for failing to disclose that the ultimate controlling entity, Haoran Chunhui, was under court-ordered liquidation [4]. - The control transfer was halted due to uncertainties arising from the acquirer's family asset liquidation disputes, leading to mutual agreement to terminate the transaction [3][4]. Group 3: Industry Trends - Over 75 listed companies in A-shares have announced control changes this year, with more than 10 successfully completing transfers and three, including *ST Jinbi, terminating their transactions [5]. - The trend of control changes spans various industries, including textiles, chemicals, machinery, and pharmaceuticals, with over 40% of these companies reporting losses in 2024 [5][6]. - The involvement of private equity and local state-owned enterprises in acquiring control of listed companies is notable, with several transactions completed or in progress [6].

Core Viewpoint - *ST Jinbi received a regulatory letter from the Shenzhen Stock Exchange for failing to disclose the forced liquidation of its ultimate controlling entity, Shanghai Haoran Chunhui Partnership, in a timely and complete manner [1] Group 1 - The company disclosed the issue in a detailed equity change report on June 17, 2025 [1] - The failure to disclose this information violates multiple regulations, including Article 3 of the "Measures for the Administration of Listed Company Acquisitions (2025 Revision)" and several articles of the "Stock Listing Rules (2025 Revision)" [1]

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。 证券代码：002762 证券简称：*ST金比 公告编号：2025-041号 金发拉比妇婴童用品股份有限公司 股票交易异常波动公告 特别提示： 1、公司于 2025 年 6 月 12 日披露的筹划控制权转让事项已终止，详见于 2025 年 7 月 12 日披露的《关于公司控股股东、实际控制人终止协议转让暨终止控制权变更的公 告》（公告编号：2025-039 号），请广大投资者理性投资，注意风险。 2、公司于 2025 年 7 月 12 日披露了《2025 年半年度业绩预告》（公告编号：2025-040 号），其中：营业收入预计为 16,000 万元–17,000 万元，同比增长 104.45%—117.23%， 归属于上市公司股东的净利润预计亏损 800 万元–1,600 万元，同比下降 190.50%— 481.00%。该业绩预告不存在需要修正的情况，2025 年 1-6 月业绩预告未经会计师事务 所审计，为公司财务部门的初步估算结果，具体数据将在 2025 年半年度报告中详细披 露，郑重提请广大投资者持续关注， ...

Core Viewpoint - The control transfer transaction between *ST Jinbi and Shanghai Yuanyichengwu Technology Co., Ltd. has been terminated due to uncertainties arising from the buyer's family asset liquidation disputes, leaving the current controlling shareholders unchanged [2][4]. Group 1: Control Transfer and Shareholding Changes - The proposed share transfer involved Lin Haoliang and Lin Ruowen transferring a total of 47.085 million shares, representing 13.30% of the company's total equity, to Yuanyichengwu at a price of 7.34 yuan per share, totaling 346 million yuan [4][6]. - Following the termination of the transaction, Lin Haoliang and Lin Ruowen will retain their positions as the controlling shareholders, with their combined shareholding decreasing from 53.24% to 39.95% after the proposed transfer [5][6]. Group 2: Financial Performance - For the first half of 2025, *ST Jinbi expects to achieve revenue between 160 million yuan and 170 million yuan, representing a year-on-year increase of 104.45% to 117.23% [7][8]. - The company anticipates a net loss of 8 million to 16 million yuan, which is a significant reduction in losses compared to the previous year's loss of 2.75 million yuan [8]. Group 3: Company Background - Founded in 1996, *ST Jinbi is one of the earliest companies in China to engage in the research, design, production, and sales of maternal and infant products, and it became the first listed company in the A-share market in this sector in 2015 [9][11]. - The company has faced operational challenges in recent years, leading to a delisting risk warning since April 2024 due to negative net profit and revenue below 300 million yuan [7].

Core Viewpoint - *ST Jinbi is expected to achieve significant revenue growth in the first half of 2025, with projected revenues between 160 million to 170 million yuan, representing an increase of 104.45% to 117.23% compared to the same period last year [1][2] Group 1: Revenue Growth - The revenue growth in the first half of 2025 is crucial for the company to meet its annual performance targets, as it accounts for approximately 70% to 75% of the total revenue achieved in 2024, which was 225 million yuan [1] - The medical beauty service segment, particularly through its subsidiaries in Zhuhai and Zhongshan, is expected to contribute around 33 million yuan in revenue for the first half of 2025, highlighting its growth potential [1] - The company has actively transformed its product segment by increasing investments in e-commerce channels and adjusting its product structure to better meet market demands, which has successfully driven revenue growth [1] Group 2: Financial Outlook - Despite the anticipated revenue growth, *ST Jinbi is projected to incur a net loss attributable to shareholders of between 8 million to 16 million yuan in the first half of 2025, primarily due to investment losses from its stake in Guangdong Hanfei Hospital [2] - The company has been under delisting risk warning since April 24 due to negative net profit and revenue below 300 million yuan for 2024, but the recent revenue forecast lays a foundation for potential removal of this warning in the future [2] - Long-term profitability is expected to improve as the company continues to expand and optimize its business operations, focusing on cost control and business integration [2]

Core Viewpoint - The control change of *ST Jinbi has been terminated, leading to a significant impact on the company's stock price and financial outlook, with a projected net loss for the first half of 2025. Group 1: Control Change Announcement - *ST Jinbi announced the termination of the control change agreement with Yuan Yi Cheng Wu Technology Co., Ltd., which was initially set to transfer 13.3% of the company's shares [1][3] - The termination was due to uncertainties arising from family asset liquidation disputes involving Yuan Yi Cheng Wu's actual controller, leading both parties to agree to halt the transaction [2][3] Group 2: Financial Performance Forecast - The company expects a revenue of approximately 160 million to 170 million yuan for the first half of 2025, representing a year-on-year growth of 104.45% to 117.23% [5] - However, the net profit is projected to be a loss of 8 million to 16 million yuan, indicating an increase in losses compared to the previous year [5] Group 3: Market Reaction and Future Plans - Following the announcement of the control change, *ST Jinbi's stock price experienced consecutive limit-ups, but the termination of the control change has raised concerns in the market [5] - The company plans to continue focusing on emerging industries to seek new growth points for performance improvement [4]

Group 1 - The company, Jinfa Labi, expects a significant increase in revenue for the first half of 2025, projecting an estimated revenue of 78.26 million yuan, representing a growth of 104.45% to 117.23% compared to the same period last year [1] - The company anticipates a net loss attributable to shareholders ranging from 8 million to 16 million yuan, which is a decline of 190.50% to 481.00% compared to a loss of 2.75 million yuan in the previous year [1] - The basic earnings per share are expected to be a loss of 0.02 to 0.05 yuan per share, compared to a loss of 0.01 yuan per share in the same period last year [1] Group 2 - The company reported that its outpatient department generated approximately 33 million yuan in revenue for the first half of 2025, indicating a substantial increase [1] - Despite a significant reduction in losses from its investment company, the company still faces some level of loss, which must be recognized according to its shareholding ratio [1] - The company has upgraded its IP image, which is gradually being applied to products and packaging, and is accelerating the promotion of old products to recover funds [1]