北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于广东坚朗五金制品股份有限公司 2025 年第三次临时股东会的 法律意见书 国枫律股字[2025]A0567 号 致：广东坚朗五金制品股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司2025年第三次临时股东会（以下简称"本次会议"）。 本所律师根据《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》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证 券法律业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简 称"《证券法律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《广 东坚朗五金制品股份有限公司章程》（以下简称"《公司章程》"）的规定，就本次会 议的召集与召开程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等事 宜， ...

Core Viewpoint - The stock of Jianlang Hardware has experienced fluctuations, with a recent decline of 2.02%, reflecting a total market capitalization of 8.585 billion yuan and a trading volume of 115 million yuan [1] Group 1: Stock Performance - Jianlang Hardware's stock price has increased by 7.62% year-to-date, with a 2.45% rise over the last five trading days, a 10.27% increase over the last 20 days, and an 8.98% increase over the last 60 days [1] - As of November 10, the number of shareholders for Jianlang Hardware reached 33,000, an increase of 0.83% from the previous period, while the average circulating shares per person decreased by 0.82% to 5,804 shares [2] Group 2: Financial Performance - For the period from January to September 2025, Jianlang Hardware reported a revenue of 4.297 billion yuan, a year-on-year decrease of 12.50%, and a net profit attributable to shareholders of 16.5603 million yuan, down 49.61% year-on-year [2] - Since its A-share listing, Jianlang Hardware has distributed a total of 621 million yuan in dividends, with 134 million yuan distributed over the past three years [3] Group 3: Business Overview - Jianlang Hardware, established on June 26, 2003, and listed on March 29, 2016, specializes in the research, production, and sales of mid-to-high-end building door and window hardware systems and related metal components [1] - The company's main business revenue composition includes: door and window hardware systems (41.47%), other building hardware products (15.79%), home products (15.49%), door and window accessories (9.33%), point-supported glass curtain wall components (6.95%), door control hardware systems (5.76%), stainless steel railing components (4.01%), and other (1.19%) [1]

证券代码：002791 证券简称：坚朗五金 公告编号：2025-070 广东坚朗五金制品股份有限公司 关于董事减持股份实施完成的公告 董事张德凯先生保证向本公司提供的信息内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提 供的信息一致。 广东坚朗五金制品股份有限公司（以下简称"公司"）于2025年 10月20日披露了《关于董事减持股份的预披露公告》（公告编号： 2025-063）。公司董事张德凯先生计划自减持公告披露之日起15个交 易日之后的3个月内（即自2025年11月11日至2026年2月10日）以集中 竞价方式减持本公司股份不超过500,000股（占本公司总股本比例 0.14%）。 近日，公司收到张德凯先生的《关于公司股份减持计划实施完成 的告知函》。现将有关情况公告如下： 一、股东减持情况 1、股东减持股份情况 | 股东名称 | 减持方式 | 减持期间 | 减持均价 | 减持股数 | 减持占 总股本 | | --- | --- | --- | --- | --- | --- | | | | | （元/股） | （股） | 比例 | | 张 ...

Core Viewpoint - The company Jianlang Hardware stated on November 11 that as of November 10, 2025, the number of shareholders is expected to reach 32,955 [2] Summary by Categories Company Information - Jianlang Hardware has projected that the number of shareholders will be 32,955 by November 10, 2025 [2] Industry Context - No specific industry context was provided in the news article [2]

Market Performance - The renovation and building materials sector increased by 1.53% compared to the previous trading day, with Puxin Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] Stock Highlights - Puxin Co., Ltd. (002225) closed at 6.34, with a rise of 10.07%, and a trading volume of 694,600 shares, resulting in a transaction value of 427 million yuan [1] - Other notable stocks included Jingxue Energy (301010) with a closing price of 28.51, up 6.54%, and Sankeshu (603737) at 44.42, up 3.79% [1] Capital Flow - The renovation and building materials sector saw a net inflow of 1.8756 million yuan from institutional investors, while retail investors contributed a net inflow of 87.0166 million yuan [2] - However, there was a net outflow of 88.8922 million yuan from speculative funds [2] Individual Stock Capital Flow - Puxin Co., Ltd. had a net inflow of 87.8019 million yuan from institutional investors, while it experienced a net outflow of 58.7137 million yuan from speculative funds [3] - Other companies like Huali Co., Ltd. (603038) and Luopusi Gold (002333) also showed significant net inflows from institutional investors, indicating strong interest in these stocks [3]

Core Insights - The company reported a revenue of 4.3 billion yuan for the first three quarters of 2025, a year-on-year decrease of 12%, with a net profit attributable to shareholders of 20 million yuan, down 50% year-on-year [1] - In Q3, the company achieved a revenue of 1.5 billion yuan, a decline of 9% year-on-year, but net profit attributable to shareholders increased by 68% to 50 million yuan, and the non-recurring net profit rose by 127% to 40 million yuan [1] Revenue Trends - Revenue decline has been moderating, with Q3 showing a smaller decrease compared to previous quarters, attributed to a lower revenue base and significant growth in overseas income [2] - The real estate completion area in 2025 has decreased by 15% year-on-year, impacting demand for construction materials [2] - The company has established nearly 20 overseas warehouses to replicate its domestic sales model, enhancing its international presence [2] Profitability and Cost Management - The gross margin for the first three quarters was approximately 30.3%, down 1.0 percentage points year-on-year, while Q3 gross margin was about 30.1%, down 1.2 percentage points year-on-year [3] - The company’s expense ratio decreased, with a period expense ratio of approximately 26.7% for the first three quarters, down 0.6 percentage points year-on-year, and 24.7% in Q3, down 1.6 percentage points year-on-year [3] - The net profit margin for the first three quarters was approximately 0.4%, down 0.3 percentage points year-on-year, while Q3 net profit margin improved to 3.0%, up 1.4 percentage points year-on-year [3] Investment Strategy and Market Position - The company is transitioning from an expansion phase to an optimization phase, focusing on prudent investment choices to mitigate risks associated with long-term equity investments [4] - The demand for construction hardware remains under pressure, but the company is actively optimizing internal efficiencies and enhancing its service capabilities [4] - The company’s official website has been upgraded to provide comprehensive services, which is a contributing factor to the reduction in expense ratios during the downturn [4] Future Outlook - The company projects a net profit of approximately 70 million yuan and 250 million yuan for 2025 and 2026, respectively, with corresponding valuations of 113 and 32 times [5]

Investment Rating - The investment rating for the company is "Buy" and is maintained [7]. Core Views - The company reported a revenue of 4.3 billion yuan for the first three quarters of 2025, a year-on-year decline of 12%. The net profit attributable to shareholders was 20 million yuan, down 50% year-on-year, while the non-recurring net profit was -2.63 million yuan, a decline of 301% [2][4]. - In the third quarter, the company achieved a revenue of 1.5 billion yuan, a year-on-year decline of 9%, but the net profit attributable to shareholders increased by 68% year-on-year to 50 million yuan, with a non-recurring net profit of 40 million yuan, up 127% year-on-year [2][4]. - The company’s gross margin for the first three quarters was approximately 30.3%, a decrease of 1.0 percentage points year-on-year, while the net profit margin for the same period was about 0.4%, down 0.3 percentage points year-on-year. However, the net profit margin for the third quarter improved to 3.0%, an increase of 1.4 percentage points year-on-year [11]. Summary by Sections Revenue and Profitability - The company’s revenue decline has been moderating, with a year-on-year decrease of 12% in the first three quarters and 9% in the third quarter. The international market has shown significant growth, with the company expanding its overseas presence by establishing nearly 20 overseas warehouses [11]. - The gross margin for the third quarter was approximately 30.1%, reflecting the competitive strength of its construction hardware products [11]. Operational Efficiency - The company has focused on optimizing internal efficiency, particularly in its small B business segment, which remains under pressure. The official website was upgraded to enhance service capabilities, contributing to a reduction in operating expenses [11]. - The cash flow from operating activities for the first three quarters was -40 million yuan, indicating a decline compared to the previous year. However, accounts receivable decreased by 700 million yuan year-on-year [11]. Future Outlook - The company is expected to achieve net profits of approximately 70 million yuan and 250 million yuan for 2025 and 2026, respectively, corresponding to valuation multiples of 113 and 32 times [11].

Group 1: Banking Sector - The report indicates that since 2022, banks have been utilizing diversified methods to accelerate the write-off and transfer of retail loans, which is expected to quickly clear existing non-performing assets [1][7][8] - As of Q2 2025, the total retail loan amount of listed banks reached 63.3 trillion yuan, accounting for 34.3% of total loans, with personal housing loans being the largest component [7][8] - The retail loan non-performing rate has been on the rise, reaching 1.29% in Q2 2025, which is an increase of 13 basis points from Q4 2024, indicating ongoing pressure on asset quality [7][8][9] Group 2: Electronics Sector - Aojie Technology - Aojie Technology reported a revenue of 28.80 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 13.4% [11][12] - The company’s core business, cellular baseband chips, saw a revenue growth of approximately 25%, significantly improving its gross margin [11][12] - Revenue projections for 2025, 2026, and 2027 are estimated at 44.12 billion yuan, 57.70 billion yuan, and 73.34 billion yuan respectively, with a corresponding price-to-sales ratio of 8, 6, and 5 times [12][13] Group 3: Computer Sector - Jingwei Hengrun - Jingwei Hengrun achieved a revenue of 44.64 billion yuan in the first three quarters of 2025, marking a year-on-year growth of 25.88% [15][16] - The company is expanding its smart port solutions, having successfully delivered automated driving vehicles to a significant client, indicating strong commercial traction [15][16] - Revenue forecasts for 2025, 2026, and 2027 are projected at 70.8 billion yuan, 90.9 billion yuan, and 109.1 billion yuan, with expected net profits of 0.61 billion yuan, 3.85 billion yuan, and 6.19 billion yuan respectively [15][16] Group 4: Power Equipment Sector - Terui De - Terui De reported a revenue of 98.34 billion yuan for the first three quarters of 2025, reflecting a year-on-year increase of 10.53% [18][19] - The company’s net profit for the same period was 6.86 billion yuan, a significant increase of 53.55% year-on-year [18][19] - The company is expanding its overseas market presence, with a notable project completed in Saudi Arabia, enhancing its profitability [19][20] Group 5: Rare Earth Sector - Northern Rare Earth - Northern Rare Earth reported a revenue of 302.92 billion yuan for the first three quarters of 2025, a year-on-year increase of 40.50% [22][23] - The company’s net profit surged by 280.27% to 15.41 billion yuan, driven by rising rare earth prices [22][23] - The production of rare earth oxides increased by 93.45% year-on-year, indicating strong demand and operational efficiency [23][24] Group 6: Automotive Sector - BYD - BYD achieved a revenue of 566.27 billion yuan in the first three quarters of 2025, a year-on-year growth of 12.75% [25][26] - The company sold 3,260,146 vehicles in the same period, representing an 18.64% increase year-on-year [25][26] - Despite revenue growth, net profit decreased by 7.55% due to increased R&D expenses and reduced foreign exchange gains [25][26] Group 7: Non-Ferrous Metals Sector - Srey New Materials - Srey New Materials reported a revenue of 11.74 billion yuan for the first three quarters of 2025, a year-on-year increase of 21.74% [31][32] - The company’s net profit for the same period was 1.08 billion yuan, reflecting a growth of 37.74% [31][32] - The company is expanding its product offerings to meet the growing demands in commercial aerospace and medical imaging sectors [32]

Investment Rating - The report maintains an "Accumulate" rating for the company [4][6]. Core Views - The company has shown a narrowing decline in revenue and an improvement in profit margins, indicating relatively stable operational quality [2][3]. - The overall construction industry is experiencing a weak recovery, with market demand shrinking and competition intensifying, which continues to pressure the company's domestic business closely tied to real estate [2][3]. - The company is expected to expand its channels, product categories, and overseas business, with significant potential for profit recovery after cost control measures [4]. Financial Performance Summary - For the first three quarters of 2025, the company achieved revenue of 4.297 billion yuan, a year-on-year decline of 12.50%, and a net profit attributable to shareholders of 17 million yuan, down 49.61% year-on-year [1][6]. - In Q3 alone, the company reported revenue of 1.542 billion yuan, a decrease of 9.31% year-on-year, while net profit increased by 67.98% to 47 million yuan [1][2]. - The gross profit margin for the first three quarters decreased by 1.02 percentage points to 30.28%, while the net profit margin fell by 0.91 percentage points to 0.19% [3][10]. - The company’s operating cash flow was slightly down, with accounts receivable decreasing by 18.64% year-on-year, and the debt ratio also declined [3][10]. Earnings Forecast - The expected earnings per share (EPS) for 2025, 2026, and 2027 are projected to be 0.23 billion yuan, 0.42 billion yuan, and 0.59 billion yuan respectively [4][10].

Core Viewpoint - The company has recently obtained a patent for a new type of cable and its manufacturing method, which enhances the durability, stability, and decorative quality of the outer steel wire, thereby expanding its application scenarios [1][2] Group 1: Patent Details - The patent, titled "Cable and its Manufacturing Method," was issued by the National Intellectual Property Administration of the People's Republic of China, with patent number ZL202310076784.5 [1] - The cable consists of a core body and anchoring device, with the core body featuring an inner and outer metal wire layer, where the outer layer is shorter than the inner layer in the anchoring section [1] - This design reduces the likelihood of the outer metal wire layer breaking or deforming under axial stress, ensuring its decorative and durable properties [1] Group 2: Strategic Implications - The acquisition of this patent represents a significant achievement in the subsidiary's ongoing innovation efforts, contributing to the enhancement of its intellectual property protection system [2] - The patent is expected to leverage the subsidiary's proprietary intellectual property advantages, promote technological innovation, and strengthen its core competitiveness [2] - The patent is not anticipated to have a significant impact on the company's current financial status or operational results [2]